Annual Report 2016 W e b s t e r A n n u a l R e p o r t 2 0 1 6 Contents Directors’ Report Auditor’s Independence Declaration Independent Auditor’s Report Directors’ Declaration Financial Statements Consolidated statement of profit or loss and other comprehensive income Consolidated statement of financial position 1 16 17 19 20 21 22 Consolidated statement of changes in equity 23 Consolidated statement of cash flows Notes to the Financial Statements ASX Additional Information 24 25 71 Contents of the Notes to the Financial Statements 1 Summary of Significant Accounting Policies 2 Profit/(Loss) from Operations 3 Income Taxes 4 Remuneration of Auditors 5 Trade and Other Receivables 6 Other Financial Assets 7 Inventories 8 Other Assets 9 Property, Plant and Equipment 10 Biological Assets 11 Intangibles 12 Trade and Other Payables 13 Borrowings 14 Other Financial Liabilities 15 Provisions 16 Issued Capital 17 (Loss)/Earnings per Share 18 Dividends 19 Subsidiaries 20 Commitments for Expenditure 21 Segment Information 22 Notes to the Cash Flow Statement 23 Financial Instruments 24 Related Party Disclosures 25 Parent Entity Disclosures 26 Business Combinations 27 Subsequent Events 25 37 38 40 41 42 42 43 43 45 46 47 47 48 48 49 49 50 51 54 55 57 58 68 69 70 70 Directors’ Report For the financial year ended 30 June 2016 The Directors of Webster Limited (ACN 009 476 000) submit herewith the annual financial report of the Company for the financial year ended 30 June 2016. In order to comply with the provisions of the Corporations Act 2001, the Directors’ Report follows: Rod Roberts – BEc, MBA, FAICD (Non-Executive Director) Mr Roberts was appointed Managing Director in October 1996 until 2001 and Chairman from October 2001 to August 2007 and again from November 2008 to June 2015. 1. Directors The Directors of the Company at any time during or since the end of the financial year are: Chris Corrigan – BEc (Executive Chairman) Mr Corrigan was appointed Non-Executive Director in November 2007 until July 2010 and again from 15 October 2012. Mr Corrigan was appointed Executive Chairman on 29 February 2016. Mr Corrigan was Managing Director of Patrick Corporation Limited, Australia’s largest stevedore company with interests in rail transportation and aviation, from March 1990 to May 2006. Prior to that, he had a career with Bankers Trust spanning 20 years, including periods as Managing Director of Bankers Trust in Australia and for the Asia-Pacific region. In September 2011, Mr Corrigan was appointed Chairman of Qube Logistics Holdings Limited. Directorships of other listed companies held during the last three years: Crown Limited – from July 2007 to November 2013 Qube Logistics Holdings Limited – from March 2011 Richard Haire – BEc, FAICD (Executive Chairman) Mr Haire was appointed Executive Chairman in June 2015 and retired on 29 February 2016. Mr Haire has 30 years’ experience in the international cotton and agribusiness industry, including 26 years in agricultural commodity trading and banking. He was appointed as a director of the Bank of Queensland in April 2012. Mr Haire formerly held the position of Australian and New Zealand Managing Director and regional head of Olam International. He has also held the offices of director for the Cotton Research and Development Corporation, Open Country Dairy (NZ), New Zealand Farming Systems Uruguay, SunWater Limited and the CSIRO Advisory Board for Field Crops. Mr Roberts has previously held roles including Head of Corporate Finance at Bain & Co, Director of County NatWest Australia Limited, Chairman of Harris & Company Limited, Director of Tassal Group Limited and Deputy Chancellor of the University of Tasmania. He is a director of the Australian Institute of Company Directors and President of the Tasmanian branch. David Cushing – BCom, ACA (Non-Executive Director) Mr Cushing was appointed Non-Executive Director on 31 October 2012. Mr Cushing is Executive Chairman of Rural Equities Limited, one of New Zealand’s largest rural property companies, and is also a director of the private investment company H & G Limited. Mr Cushing was formerly an investment banker with National Australia Bank Limited subsidiary, Bank of New Zealand. Mr Cushing has considerable experience in the agricultural sector having previously been a director of horticultural company Fruitfed Supplies Limited, rural services company Williams & Kettle Limited and New Zealand Farming Systems Uruguay Limited. He has also acted as an alternate director of rural services and seed company PGG Wrightson Limited for the Chinese company Agria Corporation. Chris Langdon – BCom (Econ) (Non-Executive Director) Mr Langdon was appointed Non-Executive Director on 14 March 2013. Mr Langdon is a major shareholder and Chief Executive of Langdon Group Pty Limited. The Langdon Group is 160 years old and is a leading company in its sector, primarily involved in food ingredient distribution, and herb and spice processing. Mr Langdon’s early career was in investment banking with roles in Australia, London and New York. Since the early 1990s, apart from his corporate role at Langdon Group, Mr Langdon has been involved in various external corporate directorships. He has held directorships at ASX the listed Text Media Limited, Panoramic Resources Limited and Fresh Food Industries Holdings Limited. He has also held a directorship in Nutshack Group Pty Limited and is currently a director of International College of Management, Sydney Pty Limited. Webster Limited – Annual Report 2016 1 Directors’ Report For the financial year ended 30 June 2016 Directorships of other listed companies held during the last three years: Panoramic Resources Limited – from August 2004 to June 2016. David Robinson – MBBS FRACS (Non-Executive Director) Mr Robinson was appointed Non-Executive Director in June 2005 until November 2008 and again from December 2014. He held the role of Chairman of Webster Limited from August 2007 to November 2008. Mr Robinson retired from the Board on 23 June 2016. Mr Robinson has 30 years’ experience in large irrigated and broad acre farming as principal of Red Mill Pastoral Company and Moreton Pastoral Company. He is the Executive Chairman of Australian Food and Fibre Limited. Mr Robinson has also held the offices of Chairman of Bengerang Limited and Deputy Chairman of Cotton Australia Limited. John Joseph (Joe) Robinson – BFA (Non-Executive Director) Mr J Robinson was appointed Non-Executive Director on 23 June 2016. Mr Robinson is the Managing Director of Australian Food and Fibre Limited and has over 20 years’ experience in irrigated and dry land farming, prior to which he traded futures with Bankers Trust. He is currently the Chairman of the Gwydir Valley Irrigators Association, Chairman of the Gwydir Valley State Water Customer Service Committee, the Presiding Member of the Cotton Research and Development Corporation Selection Committee and a member of The Primary Industries Ministerial Advisory Council. Joseph Corrigan – BA MCA (Alternate for Chris Corrigan) Mr Corrigan was appointed Alternate Director for Mr Chris Corrigan on 14 October 2013. Mr Corrigan holds a Bachelor and Masters in Creative Arts and has interests and experience in the agricultural industry particularly wheat, canola and beef. Mr Corrigan is also managing director of an entertainment production company. The abovenamed Directors held office during the whole of the financial year and since the end of the financial year except for: Mr J J Robinson – appointed 23 June 2016 Mr D Robinson – retired 23 June 2016 Mr R Haire – retired 29 February 2016 Directors’ shareholdings are disclosed on page 12 of the Directors Report. There has been no change in Directors’ shareholdings between the end of the financial year and the date of this Directors’ Report. 2. Company Secretaries Mr Maurice Felizzi (BA Acc CPA AGIM) joined Webster Limited on 18 April 2016 and was appointed Company Secretary from 28 April 2016. He is a member of CPA Australia and the Institute of Chartered Secretaries and holds Bachelor of Arts from the University of Canberra. Mr Andrew Reilly (B Bus) was appointed as Company Secretary on 26 August 2015 and retired on 28 April 2016. Ms Susan Stegman was appointed as Company Secretary from 2008 and retired on 26 August 2015. 3. Principal Activity The principal activity of the consolidated entity during the year was the production, processing and marketing of walnuts, cotton, crops and livestock. 4. Review of Operations The consolidated entity’s financial performance resulted in a net Loss for the period before tax of $81.6 million (2015: Profit $8.6 million) after impairment of goodwill of $96.5 million (2015: Nil). 2 5. Directors’ Meetings The following table sets out the number of Directors’ meetings (including meetings of committees of Directors) held during the financial year and the number of meetings attended by each Director (while they were a Director or committee member). During the financial year, eight Board Meetings and two Audit and Risk Committee Meetings were held. It was resolved to cease the Remuneration Committee and the Nominations and Appointment Committee, as all such matters will be considered and addressed at the Board of Directors meetings. Board of Directors Audit and Risk Committee Held Attended Held Attended 8 8 8 8 8 – 4 8 8 8 7 8 – 4 2 2 2 2 2 * * 2 2 2 2 2 * * Directors C D Corrigan R J Roberts B D Cushing C D Langdon D W Robinson (i) J J Robinson (ii) R Haire (iii) (i) D W Robinson resigned on 23 June 2016. (ii) J J Robinson was appointed as Director on 23 June 2016. (iii) R Haire resigned as Director on 29 February 2016. * Not a member of the Audit and Risk Committee. 6. Corporate Governance In fulfilling its obligations and responsibilities to its various stakeholders, the Board of Webster Limited recognises the need to implement and maintain a robust system of governance. The Board has established a program that aims to meet best practice in standards of accountability, disclosure, responsibility and transparency. The Australian Stock Exchange (“ASX”) Corporate Governance Council has released guidelines under which companies are now obliged to report on whether they comply with their published “Corporate Governance Principles and Recommendations”, as outlined in those guidelines. The Company complies with most of the principles outlined in the ASX guidelines and the Board remains committed to reviewing all practices to ensure that an appropriate and functional solution is in place for a company of Webster Limited’s size and type of operation. Set out below is a summary of the Company’s current practices in each of the areas identified in the ASX guidelines. Webster Limited – Annual Report 2016 3 Audit and Risk Committee The Audit and Risk Committee monitors internal control policies and procedures designed to safeguard Company assets and to ensure the integrity of financial reporting. It advises on the establishment and maintenance of a framework of internal controls and appropriate ethical standards for the management of the consolidated Group. The Committee is also responsible for identifying areas of significant business risk and ensuring arrangements are in place to manage them. It reviews the annual and half-year financial statements before the Board considers them. It is also responsible for ensuring compliance with the Corporations Act 2001, ASX Listing Rules and any other matters with external governing or statutory bodies. Among its specific responsibilities, the Committee reviews and advises the Board on the nomination and remuneration of external auditors and the adequacy of existing external and internal audit arrangements including the scope and quality of audits. The Audit and Risk Committee Charter is available on the Company’s website and contains information on procedures for the selection and appointment of the external auditor, and for the rotation of external audit engagement partners. The Committee met two times during the 2015-16 year. Current members of the Audit and Risk Committee are Messrs C D Langdon (Chairman), R J Roberts and B D Cushing. Details of the names and qualifications of those appointed to the Audit and Risk Committee are contained on pages 1-2 of the Directors’ Report. The number of meetings of the Audit and Risk Committee and names of the attendees are contained on page 3. The Executive Chairman, Chief Financial Officer and the external audit partner in charge of the Webster Limited audit attend meetings of this Committee by invitation. The Committee also meets from time to time with the external auditors, independent of management. Directors’ Report For the financial year ended 30 June 2016 6.1 Lay solid foundations for management and oversight The Webster Limited Board of Directors is responsible for the overall corporate governance of the consolidated group including its strategic direction, establishing goals for management and monitoring the achievement of these goals. The relationship between the Board and management is a partnership that is crucial to the Company’s long-term success. The separation of responsibilities between the Board and management is clearly understood and respected. 6.2 Structure the Board to add value The Company has recognised the importance of having a balanced Board comprised of Directors with an appropriate range of backgrounds, skills and experience. As at the date of this report the Board comprises one Executive Director and four Non-Executive Directors. It is the intention of the Board to maintain a majority of Non-Executive Directors on the Board. The Board is of the view that Directors possess an appropriate mix of skills, experience, expertise and diversity to enable the Board to discharge its responsibilities. The Board considers the independence of Directors to be assessed on their capacity to act in accordance with their duties and put the interests of the Company and its shareholders first, so that they are objectively capable of exercising independent judgement. The Board considers that each of the current Directors has this capacity. The Board notes the definition of “independence” contained in the ASX guidelines and recognises that Mr R Roberts and Mr C Langdon meet the guidelines’ definition of “independent”. The Directors as a group are responsible for reviewing membership of the Board and for selecting new Directors. The constitution requires that any new Non-Executive Director appointed by the Board must seek election at the next Annual General Meeting. The Board of Webster Limited is supported by the Audit and Risk Committee. This committee has its own charter and operating procedures and assists the Board in the discharge of its obligations by the review of financial reports, audit, risk and compliance. In addition, Directors meet outside normal Board and Committee meetings from time to time, in accordance with good corporate governance practice. 4 6.3 Promote ethical and responsible decision making As part of the Board’s continuing commitment to promote ethical and responsible decision making, the Company has a Code of Conduct which establishes a range of procedures and guidelines to ensure that the highest ethical standards, corporate behaviour and accountability are maintained. The Code of Conduct was established in 1994 to guide executives, management and employees in carrying out their duties and responsibilities. The Code of Conduct covers such matters as: responsibilities to shareholders; conflict of interest; confidentiality; protection of the Company assets; relations with customers and suppliers; employment practices; and responsibilities to the community. Webster Limited has developed and adopted a Securities Trading Policy that prohibits employees trading the Company’s shares due to knowledge of undisclosed information. At other times, Directors and employees are permitted to trade in Webster Limited securities subject to compliance with the Securities Trading Policy, and statutory and other relevant regulatory restrictions. Directors refer all trading of Company shares by them to the Company Secretary for ASX lodgment requirements. Directors may, after prior approval of the Chairman, obtain independent professional advice at the Company’s expense for the purpose of the proper performance of their duties. The Company is an equal opportunity employer and recruits personnel from a diverse range of backgrounds. Workplace diversity includes, but is not limited to, gender, age, race, ethnicity, disability and cultural background. The Company is committed to further enhancing the Group’s diversity and recognises that embracing diversity in its workforce contributes to the achievement of the Group’s objectives. Although the Company has a rich diversity amongst its employees, the Board recognise the need to improve the diversity at senior executive and Board level. As at 30 June 2016, the Chair and the Company Secretary of AGW Funds Management Limited (a wholly owned subsidiary of Webster Limited that acts as the Responsible Entity for three Managed Investment Schemes) were both female. The Company is an equal opportunity employer and the number of female employees has increased over recent years and now females comprise approximately 20% of senior executives, 18% of permanent employees and 54% of seasonal/casual employees. To further enhance the commitment to gender diversity the Company has developed the following objectives which will be monitored and evaluated by the Board. Aim to increase the number of females in executive positions which become vacant, subject to identifying candidates with appropriate skills; Review means by which the Company can identify and develop high performing female employees to prepare them for senior/executive roles; and Increase the focus on gender participation across the Company. 6.4 Safeguard integrity in financial reporting The Board is responsible for the integrity of financial data and has instigated an internal control framework to ensure accurate financial reporting of monthly actual results against budgets approved by Directors and revised forecasts. In accordance with section 295A of the Corporations Act 2001, the Chief Executive Officer and Chief Financial Officer stated in writing to the Board that the consolidated entity’s financial reports present a true and fair view, in all material respects, of the consolidated entity’s financial condition and operational results and are in accordance with relevant accounting standards. The Audit and Risk Committee provides assistance to Directors in fulfilling their responsibility to the Company’s shareholders and potential investors in relation to the financial risk, audit, corporate accounting and reporting practices of the Company. Webster Limited – Annual Report 2016 5 Directors’ Report For the financial year ended 30 June 2016 6.5 Make timely and balanced disclosures Webster Limited places considerable importance on accurate and effective communication with its existing and potential shareholders. Webster Limited is committed to complying with the continuous disclosure obligations of the Corporations Act 2001 and the ASX Listing Rules. The Company has developed and adopted a continuous disclosure policy and procedure, which ensures all material matters concerning the Company are conveyed immediately and effectively. Webster Limited understands and respects the fact that timely disclosure of relevant information is central to the efficient operation of the securities market. Consistent with best practice disclosure and continuous disclosure requirements, all market-sensitive data, annual and half-yearly reports and addresses by the Chairman are released to the stock exchange through ASX On-Line. Webster Limited also posts reports, newsletters, ASX releases, Annual General Meeting and other major presentations on its website – ww w.websterltd.com.au. The external audit partner in charge of the Webster Limited audit is invited to attend the Annual General Meeting and is available to answer shareholder questions related to the conduct of the audit, and the preparation and content of the auditor’s report. 6.6 Respect the rights of shareholders Webster Limited is committed to providing shareholders with comprehensive information about the Company and its activities, and to fulfilling its obligations to the broader market for continuous disclosure. The Company publishes a comprehensive Annual Report incorporating financial and other information. This is sent to shareholders on request and is available to the public, as well as being posted on the Company’s website. A Half-Year Report incorporating abbreviated financial data and market commentary is also made available on the same basis. The Company maintains a website (ww w.websterltd.com.au) that contains shareholder and stakeholder information in addition to information about the Company’s products. Previous Annual and Half-Year Reports are available on the site. The Company Secretary’s Office is responsible for the distribution of material and responding to requests for information from shareholders and the public. The Board, and in particular the Chairman, bear responsibility for communication with shareholders and members. This occurs formally through the Annual Report and the Annual General Meeting. At other times, senior management and the Chairman liaise between the Board and key shareholders and analysts. Notice of the Company’s Annual General Meeting is sent to shareholders, as well as being posted on the website and released to the ASX. The Company’s auditor attends the Annual General Meeting and is invited to answer relevant questions and make statements to the meeting. The Directors and senior management attend all General Meetings and are available to shareholders and other stakeholders. The public and the media are welcome to attend General Meetings as observers. 6.7 Recognise and manage risk The Audit and Risk Committee is responsible for the establishment of a Group-wide risk profile. The objective is to identify, evaluate, and monitor material risks that the Company is facing, and to ensure effective management or monitoring of those risks. The Board is responsible for the Company’s system of internal controls and monitors the operational and financial aspects of the Company’s activities through the Audit and Risk Committee. The Board and the Audit and Risk Committee are both involved in identifying key areas of risk such as insurance, interest rate and exchange exposure and ensuring that appropriate measures of protection are taken. The Company has in place a number of risk management controls which include the following: risk management policy and practices; policies and procedures for the management of financial risk and treasury operations including exposures to foreign currencies, financial instruments, and movements in interest rates; guidelines and limits for the approval of capital expenditure and investments; and a comprehensive insurance program. Management is required to provide regular reports on each of these matters. 6 6.8 Remunerate fairly and responsibly 7.2 Performance Based Remuneration The Company recognises that the process of enhancing shareholder value is dependent upon the performance of Directors and management. Ensuring they each have the knowledge and information required to perform their duties, together with the regular review of performance, are important factors in meeting the Company’s objectives. The only benefits currently paid to Non-Executive Directors are the base fee and superannuation, approved in aggregate by shareholders. There is no scheme for the payment of retirement benefits to Executive and Non-Executive Directors. 7. Remuneration Report The Non-Executive Directors are responsible for reviewing the compensation arrangements for all senior executives and Directors. The review is conducted annually, having regard to management performance and comparative, external compensation levels. Independent advice may be sought on compensation packages and Directors’ fees. The compensation of key management personnel includes salary/fees, movements in accrued annual and long service leave, benefits (including the provision of motor vehicles, superannuation and fringe benefits) and incentive schemes (including performance-related bonuses). 7.1 Remuneration Policy The objective of the Company’s executive remuneration policy is to set remuneration levels to attract and retain appropriately qualified and experienced Directors and senior executives. The policy aligns executive rewards with achievement of specific business goals and key performance indicators, which include both financial and operational targets. Remuneration packages include a mix of fixed remuneration and performance-based remuneration. Senior executives may receive short-term incentives. Remuneration packages are reviewed and determined by the Board, with due regard to current rates, and are benchmarked against comparable industry salaries. The Board may obtain independent advice with regard to the appropriateness of remuneration packages. Non-Executive Directors receive fees but do not receive any performance-related remuneration. Non-Executive Directors’ fees are reviewed by the Board annually to ensure that they are appropriate and in line with market expectations. The total amount of remuneration provided to Non-Executive Directors must not exceed an aggregate maximum of $500,000 per annum. Short-Term Incentives A cash-based Short-Term Incentive Program (STI) continued to be adopted for the 2016 financial year. In the 2016 financial year bonus payments of $300,000 have been provided for (2015: $Nil). The Program is applicable to key management personnel that act in an executive capacity. The executive STI Program is linked to the budget which aims to align executive performance to the financial performance of the Company. Executives are eligible for personal Incentives up to a maximum of 50% of their total cost to company (TCC) package based on achieving specific goals and/or KPIs. The Board is responsible for assessing whether the KPIs are met based on detailed reports on performance prepared by management. Financial targets ensure that reward is only available when value has been created for shareholders. Operational targets allow for the recognition of efficiencies that will provide for future shareholder value. Short-term incentives are payable 50% following approval with the remaining 50% payable after 12 months on the condition the executive is still employed by the Company. Long-Term Incentives On 27 August 2013 the Board adopted an executive Long- Term Incentive Plan (LTIP) to provide eligible executives the opportunity to acquire shares in the Company. Under the LTIP, eligible executives are invited to apply for a set number of Webster Limited ordinary shares and a non-recourse interest free loan will be made available to them by the Company for this purpose. The Board may from time to time determine which executives are entitled to participate in the LTIP based on individual performance as assessed under the annual review process. Shares issued to eligible executives under the LTIP are subject to a holding lock from their issue date until applicable vesting conditions (eligible executive must be employed by the Company) have been satisfied and the loans applicable to them repaid. The issue price of shares under the LTIP is determined on the basis of trading in Webster Limited ordinary shares over the five trading days prior to the date of issue. Shares issued under the LTIP rank pari passu with existing ordinary shares and are entitled to participate in dividends as well as future rights and bonus issues. The LTIP rewards participating executives against the extent of the consolidated entity’s achievement against improvement in share price and hence shareholder value over the long term. Webster Limited – Annual Report 2016 7 Directors’ Report For the financial year ended 30 June 2016 Details of LTIP shares granted as compensation to key management personnel: 30 June 2016 Executive Share Rights Issued Share Rights Forfeited Issue/ Exercise Price Issue Date Vesting/ Expiry Date Current Year Expense J C Hosken (iii) 625,000 625,000 $0.86 05/09/2013 30/06/2016 625,000 625,000 $0.86 05/09/2013 30/06/2016 $0 $0 Total Value Granted (i) $0 $0 S J Stegmann D C Goullet M Felizzi 550,000 550,000 387,500 387,500 250,000 250,000 $0.86 05/09/2013 05/09/2016 $33,216 $99,467 $0.86 05/09/2013 05/09/2017 $28,349 $113,162 $0.86 05/09/2013 05/09/2016 $23,402 $70,079 $0.86 05/09/2013 05/09/2017 $19,973 $79,728 $1.10 30/05/2016 30/05/2019 $1.10 30/05/2016 30/05/2020 $2,134 $1,793 $0 $0 $75,376 $84,513 $0 $0 $108,867 $522,324 C Barnes (ii) 367,500 367,500 $1.23 05/09/2014 30/06/2016 367,500 367,500 $1.23 05/09/2014 30/06/2016 4,360,000 (i) The value of benefits granted under the LTIP during the year is calculated at the issue date using the Black-Scholes pricing model. This value is allocated to the remuneration of key management personnel on a straight-line basis over the period from issue to vesting date. (ii) C Barnes resigned during the financial year (16 November 2015); therefore the full value of his share rights was forfeited. (iii) J Hosken’s entitlements were forfeited on 30 June 2016. 30 June 2015 Executive J C Hosken S J Stegmann D C Goullet C Barnes (ii) Share Rights Issued Share Rights Forfeited Issue/ Exercise Price Issue Date Vesting/ Expiry Date Current Year Expense Total Value Granted (i) 625,000 625,000 550,000 550,000 387,500 387,500 367,500 367,500 3,860,000 $0.86 05/09/2013 05/09/2016 $37,677 $113,030 $0.86 05/09/2013 05/09/2017 $32,148 $128,593 $0.86 05/09/2013 05/09/2016 $33,156 $99,467 $0.86 05/09/2013 05/09/2017 $28,291 $113,162 $0.86 05/09/2013 05/09/2016 $23,360 $70,079 $0.86 05/09/2013 05/09/2017 $19,932 $79,728 $1.23 05/09/2014 05/09/2017 $25,730 $93,562 $1.23 05/09/2014 05/09/2018 $21,789 $105,645 $222,082 $803,266 (i) The value of benefits granted under the LTIP during the year is calculated at the issue date using the Black-Scholes pricing model. This value is allocated to the remuneration of key management personnel on a straight-line basis over the period from issue to vesting date. (ii) C Barnes was issued 735,000 share rights during the year. 8 7.3 Relationship between remuneration policy and Company performance The following tables set out summary information about the consolidated entity’s earnings and movements in shareholder wealth for the five years to 30 June 2016. Analysis of the figures shows that 2015 was affected by acquisition costs from the purchase of Bengerang Limited and takeover of Tandou Limited. The 2016 year was affected by the impairment of goodwill. The Company’s performance over the five years has been reflected in an increase in the Company’s share price over the same period. Revenue and other income Net profit/(loss) before tax Net profit/(loss) after tax Share price at start of year Share price at end of year Interim Dividend Final Dividend 30 June 2016 ($’000) 30 June 2015 ($’000) 30 June 2014 ($’000) 30 June 2013 ($’000) 30 June 2012 ($’000) 187,887 77,503 65,650 61,774 48,159 (81,554) (80,669) 8,568 5,759 11,977 8,328 9,922 6,967 5,196 3,998 30 June 2016 30 June 2015 30 June 2014 30 June 2013 30 June 2012 $1.57 $1.12 – $0.86 $1.57 $0.70 $0.86 $0.50 $0.70 $0.37 $0.50 – 1.50 cps 1.00 cps 0.50 cps 1.00 cps 1.00 cps 2.00 cps 1.50 cps 1.50 cps Basic earnings per share (23.28) cps 3.70 cps 6.21 cps 5.62 cps 4.31 cps 7.4 Key Management Personnel details The Directors and other key management personnel of Webster Limited during the year were: Directors C D Corrigan (Executive Chairman) – appointed 29 February 2016 R J Roberts (Non-Executive Director) B D Cushing (Non-Executive Director) C D Langdon (Non-Executive Director) R Haire (Executive Chairman) – retired 29 February 2016 D W Robinson (Non-Executive Director) – retired 23 June 2016 J J Robinson (Non-Executive Director) – appointed 23 June 2016 Executives J C Hosken (Chief Executive Officer) – retired 18 November 2015 S J Stegmann (Chief Financial Officer and Company Secretary) – retired 30 September 2015 D C Goullet (General Manager Operations, Walnuts Australia) M Felizzi (Chief Financial Officer and Company Secretary) – appointed 18 April 2016 B Barry (General Manager – Water Operations) C D Barnes (General Manager Orchards, Walnuts Australia) – retired 16 November 2015 A T Reilly (Chief Financial Officer and Company Secretary) – appointed 28 August 2015 retired 31 March 2016 Except as noted, the named persons held their current position for the whole of the financial year and since the end of the financial year. Webster Limited – Annual Report 2016 9 Directors’ Report For the financial year ended 30 June 2016 7.5 Remuneration details of Key Management Personnel The following tables disclose compensation of key management personnel of the consolidated entity. The term “Key Management Personnel” refers to those persons having authority and responsibility for planning, directing and controlling the activities of the consolidated entity, directly or indirectly, including any Director (whether executive or otherwise) of the consolidated entity. 2016 Short-Term Post Employment Termination Share-Based Amounts Fixed Re- muneration Remuneration Linked to Performance Total Salary and fees Bonus Non- Monetary Super LTIP (ix) Key Management Personnel Directors C D Corrigan B D Cushing R R Roberts 75,200 65,307 78,490 D W Robinson (i) 67,505 C D Langdon R Haire (ii) 64,546 189,673 J J Robinson (iii) – Executives – – – – – – – 7,418 7,144 7,418 6,204 7,418 10,510 7,418 6,413 7,418 – 4,896 15,482 141 – – – – – – – – – – – – – – – 89,762 78,929 96,418 81,336 71,964 210,051 141 S J Stegmann (iv) 53,748 77,853 2,626 12,223 148,643 61,375 356,467 J Hosken (v) 75,468 57,171 12,001 12,196 240,185 B Barry M Felizzi (vi) 141,119 61,274 – – 26,918 12,581 1,484 3,342 – – – – 397,022 180,618 3,927 70,026 C Barnes (vii) 65,181 41,152 10,251 9,123 10,299 – 136,006 D Goullet 172,189 A T Reilly (viii) 182,561 – – 26,918 20,567 – 43,375 263,049 15,856 14,573 156,340 – 369,329 Total 1,292,260 176,176 138,180 130,358 555,467 108,677 2,401,118 (i) Mr D W Robinson retired on 23 June 2016. (ii) Mr R A G Haire retired on 29 February 2016. (iii) Mr J J Robinson was appointed on 23 June 2016. (iv) Ms S J Stegman retired on 30 September 2015. (v) MC J Hosken retired on 18 November 2015. (vi) Mr M Felizzi was appointed on 18 April 2016. (vii) C D Barnes retired on 16 November 2015. 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% – – – – – – – – – – – – – – (viii) Mr A T Reilly was appointed 28 August 2015 and retired on 31 March 2016. (ix) The value of the Long-Term Incentive Plan benefits granted to key management personnel as part of their remuneration is calculated as at the issue date using the Black-Scholes pricing model. The amounts disclosed as part of the remuneration for part of the financial year have been determined by allocating the issue date value on a straight-line basis over the period from issue date to vesting date. 10 2015 Short-Term Post Employment Termination Share-Based Amounts Fixed Re- muneration Remuneration Linked to Performance Total Key Management Personnel Directors Salary and fees Bonus Non- Monetary Super LTIP (vi) R J Roberts 121,744 S J L Stone (i) C D Corrigan B D Cushing C D Langdon 37,198 54,005 58,402 63,638 D W Robinson (ii) 15,678 R A G Haire (iii) – Executives J C Hosken 223,862 S J Stegmann 215,415 D C Goullet C D Barnes 132,567 141,897 K M Brown (iv) 97,249 D M Jones (vv) 83,657 Total 1,245,312 – – – – – – – – – – – – – – 5,100 11,566 2,125 3,533 5,100 5,130 5,100 5,548 5,100 – 2,763 1,489 – – 24,600 18,090 8,100 16,986 19,500 12,425 19,500 12,930 – – – – – – – – – – – – – – – – – – 138,410 42,856 64,235 69,050 68,738 19,930 – 69,825 336,377 61,446 301,947 43,292 207,784 47,519 221,846 17,875 9,564 15,365 13,000 8,291 – – – 140,053 104,948 127,863 105,552 15,365 222,082 1,716,174 100% 100% 100% 100% 100% 100% – 100% 100% 100% 100% 100% 100% – – – – – – – – – – – – – (i) Mr S J L Stone retired on 11 November 2014. (ii) Mr D W Robinson was appointed on 17 December 2014. (iii) Mr R A G Haire was appointed on 15 June 2015. (iv) Ms K M Brown’s position was made redundant on 22 May 2015. (v) Mr D Jones resigned on 28 February 2015. (vi) The value of the Long-Term Incentive Plan benefits granted to key management personnel as part of their remuneration is calculated as at the issue date using the Black-Scholes pricing model. The amounts disclosed as part of the remuneration for part of the financial year have been determined by allocating the issue date value on a straight-line basis over the period from issue date to vesting date. 7.6 Transactions with Key Management Personnel During the financial year, Directors and their Director-related entities, and executives, purchased goods, which were domestic or trivial in nature, from the Company on the same terms and conditions available to other employees and customers. The Company entered into management agreements with Australian Food and Fibre Limited (pursuant to the purchase of the Kooba Aggregation, Bengerang Limited and Tandou Limited) a company in which Mr David Robinson and Mr Joe Robinson are associates. The Company entered into an agreement with Corrigan Air, a company in which Mr Christopher Corrigan and Mr Joseph Corrigan are associates. The current agreement is for the provision of the use of light aircraft to transport management to the Company’s properties at cost. Consolidated profit for the year includes $1,891,000 (2015: $400,000) of management fee expense, direct reimbursements and aircraft travel arising from transactions with key management personnel of the Group or their related parties. Outside the above and contracts of employment, no other key management personnel have entered into a contract with the Company during the financial year. Webster Limited – Annual Report 2016 11 Directors’ Report For the financial year ended 30 June 2016 7.7 Equity Holdings of Key Management Personnel The following tables discloses details and movements in equity holdings of key management personnel of the consolidated entity: Number of ordinary shares (ORD) held directly, indirectly or beneficially Type Received on exercise of options Balance at 1/7/15 Share Rights LTIP Net other change Balance at 30/6/16 Directors C D Corrigan B D Cushing R J Roberts D W Robinson (ii) C D Langdon R Haire J J Robinson (i) Executives Options C D Barnes M Felizzi D C Goullet J C Hosken S J Stegmann ORD ORD ORD ORD ORD ORD ORD ORD ORD ORD ORD ORD 43,106,493 20,244,413 5,143,187 54,031,899 1,444 – – 122,527,436 735,000 – 776,232 1,250,000 1,105,113 3,866,345 – – – – – – – – – – – – – – – – – 2,025,941 45,132,434 – 20,244,413 – 5,143,187 – (54,029,399) – – – – 2,500 1,444 – – 52,702,351 52,702,351 – 698,893 123,226,329 (735,000) 500,000 – (1,250,000) – (1,485,000) – – – – – – – 500,000 776,232 – 1,105,113 2,381,345 (i) Opening balance for J J Robinson is at the respective appointment date. (ii) Closing balance for D W Robinson is at the respective retirement date. 12 Number of ordinary shares (ORD) held directly, indirectly or beneficially Type Received on exercise of options Balance at 1/7/14 Share Rights LTIP Net other change Balance at 30/6/15 Directors C D Corrigan B D Cushing R J Roberts D W Robinson (i) C D Langdon S J L Stone R Haire Executives Options C D Barnes D C Goullet J C Hosken S J Stegmann ORD ORD ORD ORD ORD ORD ORD ORD ORD ORD ORD 23,837,314 11,431,136 5,143,187 2,500 1,444 917,586 – 41,333,167 735,000 776,232 1,250,000 1,105,113 3,866,345 – – – – – – – – – – – – – – – – 19,269,179 43,106,493 8,813,277 20,244,413 – 5,143,187 – 54,029,399 54,031,899 – – – – 1,444 (455,000) 462,586 – – – 81,656,855 122,990,022 – – – – – – – – – – 735,000 776,232 1,250,000 1,105,113 3,866,345 (i) Opening balance for D W Robinson is at the respective appointment date. 8. Issue of Shares In August 2015, 3,039,780 ordinary shares were issued in finalising the successful takeover bid for Tandou Limited (2015: 84,572,170 ordinary shares). In December 2014, 17,475,728 ordinary shares were issued to Australian Food and Fibre Limited and associates in conjunction with the Kooba Aggregation purchase. In May 2015, 107,670,120 ordinary shares were issued as consideration for the purchase of Bengerang Limited. Webster Limited – Annual Report 2016 13 Directors’ Report For the financial year ended 30 June 2016 9. Share Options 12. Subsequent Events No shares of any controlled entity were issued during or since the end of the financial year by virtue of the exercise of any options. Options over the shares of the Company have been granted to M Felizzi 500,000 ORD shares – 30 May 2016 under the LTIP scheme. On 18 November 2016 Mr C D Barnes forfeited shares – 735,000 ORD shares, granted to him by the Company. On 30 June 2016 Mr J Hosken forfeited shares – 1,250,000 ORD shares, granted to him by the Company. A non-recourse loan is made available to the Key Management Personnel to acquire the shares granted at the date the offer is accepted. The Directors are not aware of any other matter or circumstance that has arisen, other than that which has been described above, that has significantly affected or may significantly affect the operations of the consolidated Group, the results of those operations or the state of affairs of the consolidated Group in subsequent financial years. 13. Likely Developments Likely developments in the consolidated Group’s operations known at the date of this report have been covered elsewhere within this report. 10. Dividends During the year, the Directors declared and paid the following dividends: Dividends of 4.5 cents per share on the cumulative non-redeeming preference shares were paid on 30 September 2015 and 31 March 2016. A dividend of 1.0 cent per share on ordinary shares was paid on 30 October 2015. The Directors have declared a fully franked dividend on ordinary shares of 1.0 cent per share, payable on 28 October 2016. 11. Changes in State of Affairs 14. Officers’ Indemnities and Insurance During the current financial year, the Company paid a premium in respect of a contract insuring the Directors of the Company (as named above), the Company Secretary, and all executive officers of the Company and of any related body corporate against a liability incurred as such a Director, secretary or executive officer to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. The Company has not otherwise, during or since the financial year, indemnified or agreed to indemnify an officer or auditor of the Company or of any related body corporate against a liability incurred as such an officer or auditor. Other than as disclosed in this report or in the accompanying financial statements and notes thereto, there has been no significant change in the state of affairs of the consolidated Group during the year. 15. Environmental Regulations The consolidated group operates various processing facilities that are subject to environmental controls. There are no known issues that are outstanding with regulatory authorities and the Group is operating within accepted guidelines. 14 18. Independence Declaration by Auditor The auditor’s independence declaration is included on page 16. Signed in accordance with a resolution of the Directors made pursuant to s.298(2) of the Corporations Act 2001. On behalf of the Directors C D Corrigan Executive Chairman Sydney, 25 August 2016 16. Non-Audit Services The Directors are satisfied that the provision of non-audit services during the year by the auditors (or by another person or firm on the auditor’s behalf) is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined in note 4 to the financial statements. The Directors are of the opinion that the services disclosed in note 4 to the financial statements do not compromise the external auditor’s independence, based on the advice received from the Audit and Risk Committee, for the following reasons: All non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor, and None of the services undermine the general principles relating to auditor independence as set out in Code of Conduct APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards. 17. Rounding Off of Amounts The Company is a company of the kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, dated 24 March 2016, and in accordance with that Corporations instrument, amounts in the Directors’ Report and the financial statements are rounded off to the nearest thousand dollars, unless otherwise indicated. Webster Limited – Annual Report 2016 15 16Auditor’s Independence Declaration 17Webster Limited – Annual Report 2016Independent Auditor’s Report 18Independent Auditor’s Report Directors’ Declaration The Directors declare that: (a) In the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; (b) In the Directors’ opinion, the attached financial statements are in compliance with International Financial Reporting Standards, as stated in note 1 to the financial statements; (c) In the Directors’ opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position and performance of the consolidated entity; and (d) The Directors have been given the declarations required by section 295A of the Corporations Act 2001. At the date of this declaration, the Company is within the class of companies affected by legislative instrument 2016/191. The Company is within the class of company as affected by ASIC Class Order 98/1418. The nature of the deed of cross guarantee is such that each company which is party to the deed guarantees to each creditor payment in full of any debt in accordance with the deed of cross guarantee. In the Directors’ opinion, there are reasonable grounds to believe that the Company and the companies to which the ASIC Class Order applies, as detailed in note 19 to the financial statements will, as a group, be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee. Signed in accordance with a resolution of the Directors made pursuant to s.295(5) of the Corporations Act 2001. On behalf of the Directors C D Corrigan Executive Chairman Sydney, 25 August 2016 Webster Limited – Annual Report 2016 19 Financial Statements 20 Consolidated statement of profit or loss and other comprehensive income For the financial year ended 30 June 2016 Continuing Operations Revenue Cost of sales Gross profit Other income Acquisition expenses Distribution expenses Marketing expenses Operational expenses Administration expenses Finance costs Other expenses Operating profit before income tax expense and goodwill impairment Impairment of goodwill Profit/(loss) before income tax expense Income tax credit/(expense) Net profit/(loss) for the period from continuing operations Discontinued operation Loss for the period from discontinued operations Profit/(loss) for the period Other comprehensive income, net of income tax Items that may be reclassified subsequently to profit and loss (Loss) on cash flow hedges taken to equity Other comprehensive (loss) for the period (net of tax) Total comprehensive income for the period Profit attributable to: Owners of the parent Non-controlling interests Total comprehensive income attributable to: Owners of the parent Non-controlling interests (Loss)/earnings per share Basic (cents per share) Diluted (cents per share) Notes to the financial statements are included on pages 25 to 70. Note 2016 ($’000) 2015 ($’000) 2(a) 128,381 58,320 (91,655) (37,843) 36,726 20,477 2(b) 59,506 19,183 – (3,902) (671) (3,934) (1,969) (584) (63,396) (13,922) (6,182) (6,927) (258) (7,111) (3,283) (289) 14,896 8,568 1.6 (96,450) – (81,554) 8,568 3 885 (318) (80,669) 8,250 – (80,669) (2,491) 5,759 – – (612) (612) (80,669) 5,147 (80,669) 5,871 – (112) (80,669) 5,759 (80,669) 5,259 – (112) (80,669) 5,147 17 17 (23.28) (23.28) 3.70 3.61 Webster Limited – Annual Report 2016 21 Consolidated statement of financial position As at 30 June 2016 Current assets Cash and cash equivalents Trade and other receivables Other financial assets Inventories Other assets Total current assets Non-current assets Trade and other receivables Property, plant and equipment Biological assets Loans Investments Intangibles – water Intangibles – goodwill Intangibles – other Total non-current assets Total assets Current liabilities Trade and other payables Borrowings Current tax liability Other financial liabilities Provisions Total current liabilities Non-current liabilities Borrowings Net deferred tax liability Provisions Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained earnings/(accumulated losses) Equity attributable to the owners of the Company Non-controlling interests Total equity 22 Notes to the financial statements are included on pages 25 to 70. Note 2016 ($’000) 2015 ($’000) 22(a) 12,450 17,226 5 6 7 8 5 9 10 11 11 11 12 13 3 14 15 13 3 15 25,535 34,743 – 53 60,353 81,452 8,223 2,229 106,561 135,703 752 2,314 233,517 218,055 43,642 35,688 – 52 2,207 52 240,450 231,741 24,700 121,150 1,919 2,044 545,032 613,251 651,593 748,954 15,231 26,480 44,694 46,991 1,038 – – 620 1,296 2,499 62,259 76,590 152,257 149,743 19,847 21,371 374 159 172,478 171,273 234,737 247,863 416,856 501,091 16 462,844 459,468 371 (29) (46,359) 37,812 416,856 497,251 416,856 497,251 – 3,840 416,856 501,091 Consolidated statement of changes in equity For the financial year ended 30 June 2016 Share capital Cash flow hedging reserve1 Equity settled employee benefits reserve2 Retained earnings/ (accumulated losses) Attributable to the owners of the parent Non- controlling interests Total ($’000) ($’000) ($’000) ($’000) ($’000) ($’000) ($’000) Balance at 1 July 2014 73,458 Profit or (loss) for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Payment of dividends – – – – Equity issued via placement 17,866 Equity issued as consideration for acquisition of subsidiaries 368,144 Non-controlling interests arising on the acquisition of subsidiaries Recognition of share-based payments – – 216 – (612) (612) – – – – – Balance at 30 June 2015 459,468 (396) Profit or (loss) for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Payment of dividends – – – – Equity issued as consideration for acquisition of subsidiaries 3,376 Non-controlling interest divestiture Foreign exchange contracts closed Forfeiture of share-based payments Recognition of share-based payments3 – – – – Balance at 30 June 2016 462,844 – 566 566 – – – (170) – – 145 34,624 108,443 – 108,443 – – – – – – – 222 367 – – – – – – – (197) 201 371 5,871 5,871 (112) 5,759 – (612) – (612) 5,871 (2,683) 5,259 (2,683) – 17,866 (112) – – 5,147 (2,683) 17,866 – 368,144 – 368,144 – – – 3,952 3,952 222 – 222 37,812 497,251 3,840 501,091 (80,669) (80,669) – (80,669) – 566 (80,669) (80,103) (3,502) (3,502) – – – – – 3,376 (170) (197) 201 (46,359) 416,856 – – – – 566 (80,103) (3,502) 3,376 – – – – (170) (197) 201 416,856 – (3,840) (3,840) 1. The hedging reserve represents hedging gains or losses recognised on the effective portion of cash flow hedges. The cumulative deferred gain or loss on the hedge is recognised in profit or loss when the hedged transaction impacts the profit or loss, or is included as a basis adjustment to the non-financial hedged item, consistent with the applicable accounting policy. 2. Equity settled employee benefits reserve relates to the Long-Term Incentive Plan. 3. The recognition of share-based payments represents the full-year expense for all members of the Long-Term Incentive Plan for the period whilst they were a participant. Notes to the financial statements are included on pages 25 to 70. Webster Limited – Annual Report 2016 23 Consolidated statement of cash flows For the financial year ended 30 June 2016 Cash flows from operating activities Receipts from customers Payments to suppliers and employees Interest paid Income tax paid Note 2016 ($’000) 2015 ($’000) 150,550 96,193 (103,310) (93,488) (6,927) (2,929) – (1,348) Net cash (used in)/provided by operating activities 22(e) 40,313 (1,572) Cash flows from investing activities Cash acquired on acquisition of subsidiaries Interest received Payment for biological assets, property, plant and equipment Payment for water entitlements Payment for biological assets, property, plant and equipment acquired as part of a business combination Proceeds from sale of property, plant and equipment Proceeds from government grants – development works Proceeds from loans Proceeds from sale of investments Proceeds from sale of water entitlements Net cash used in investing activities Cash flows from financing activities Proceeds from borrowings from others Repayment of borrowings from others Principal repayments under finance lease Dividends paid Proceeds from the issue of equity securities Net cash (used in)/provided by financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year – 97 (302) 204 (38,350) (16,204) (19,904) – – (112,216) 5,983 9,772 1,140 2,207 53 6,970 – – – – (41,804) (118,746) 217 144,685 – – (24,300) (266) (3,502) (2,683) – 17,866 (3,285) 135,302 (4,776) 14,984 17,226 2,242 Cash and cash equivalents at the end of the financial year 22(a) 12,450 17,226 Notes to the financial statements are included on pages 25 to 70. 24 Notes to the Financial Statements For the financial year ended 30 June 2016 General Information Webster Limited is a listed public company, incorporated and operating in Australia. Webster Limited’s registered office is at 148 Colinroobie Road, Leeton NSW 2705 and its principle place of business is at 61 Kurrajong Avenue Leeton. 1 Summary of Significant Accounting Policies 1.1 Application of new and revised Accounting Standards (a) Standards and Interpretations affecting amounts reported in the current period (and/or prior periods) AASB 2015-3 “Amendments to Australian Accounting Standards arising from the Withdrawal of AASB 1031 Materiality”. The amendment completes the withdrawal of references to AASB 10312 in the Australian Accounting Standards and Interpretations, allowing that Standard to effectively be withdrawn. (b) Standards and Interpretations in issue not yet adopted At the date of authorisation of the financial statements, the Standards and Interpretations that were issued but not yet effective are listed below. The potential effect of the revised Standards and Interpretations on Webster’s financial statements has not yet been determined. AASB 9 “Financial Instruments” and the relevant amending standards Effective for annual reporting periods beginning on or after 1 January 2018 and expected to be initially applied in the financial year ending 30 June 2019. AASB 15 “Revenue from Contracts with Customers” Effective for annual reporting periods beginning on or after 1 January 2018 and expected to be initially applied in the financial year ending 30 June 2019. AASB 16 “Leases” Effective for annual reporting periods beginning on or after 1 January 2019 and expected to be initially applied in the financial year ending 30 June 2020. AASB 2014-4 “Amendments to Australian Accounting Standards – Clarification of Acceptable Methods of Depreciation and Amortisation” Effective for annual reporting periods beginning on or after 1 January 2016 and expected to be initially applied in the financial year ending 30 June 2017. AASB 2014-6 “Amendments to Australian Accounting Standards – Agriculture: Bearer Plants” Effective for annual reporting periods beginning on or after 1 January 2016 and expected to be initially applied in the financial year ending 30 June 2017. AASB 2015-1 “Amendments to Australian Accounting Standards – Annual Improvements to Australian Accounting Standards 2012-2014 Cycle” Effective for annual reporting periods beginning on or after 1 January 2016 and expected to be initially applied in the financial year ending 30 June 2017. AASB 2015-2 “Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments to AASB 101” Effective for annual reporting periods beginning on or after 1 January 2016 and expected to be initially applied in the financial year ending 30 June 2017. AASB 2015-5 “Amendments to Australian Accounting Standards – Investment Entities: Applying the Consolidation Exception” Effective for annual reporting periods beginning on or after 1 January 2016 and expected to be initially applied in the financial year ending 30 June 2017. AASB 2016-1 “Amendments to Australian Accounting Standards – Recognition of Deferred Tax Assets and Unrealised Losses” Effective for annual reporting periods beginning on or after 1 January 2017 and expected to be initially applied in the financial year ending 30 June 2018. Webster Limited – Annual Report 2016 25 Notes to the Financial Statements For the financial year ended 30 June 2016 AASB 2016-2 “Amendments to Australian Accounting Standards – Disclosure initiative: Amendments to AASB 107” Effective for annual reporting periods beginning on or after 1 January 2017 and expected to be initially applied in the financial year ending 30 June 2018. These Standards and Interpretations will be first applied in the financial report of the Group that relates to the annual reporting period beginning after the effective date of each pronouncement. 1.2 Statement of compliance These financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001, Accounting Standards and Interpretations and comply with other requirements of the law. The financial statements comprise the consolidated financial statements of the Group. For the purposes of preparing the consolidated financial statements, the company is a for-profit entity. Accounting Standards include Australian Accounting Standards. Compliance with Australian Accounting Standards ensures that the financial statements and notes of the Company and the Group comply with International Financial Reporting Standards (“IFRS”). The financial statements were authorised for issue by the Directors on 25 August 2016. 1.3 Basis of preparation The financial report has been prepared on the basis of historical cost, except for biological assets and inventories at realisable value and the revaluation of certain non-current assets and financial instruments. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise noted. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, Webster Limited takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share- based payment transactions that are within the scope of AASB 2, leasing transactions that are within the scope of AASB 117, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in AASB 2 or value in use in AASB 136. In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and Level 3 inputs are unobservable inputs for the asset or liability. Webster Limited is a company of the kind referred to in Legislative Instrument 2016/191, dated 24 March 2016. 1.4 Critical accounting judgements and key sources of estimation uncertainty In the application of the Group’s accounting policies, management is required to make judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. We review the estimates and underlying assumptions on an ongoing basis. We recognise revisions to accounting estimates in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods The following are key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of the assets and liabilities within the next financial year: 26 Walnut Trees – We classify walnut trees as a biological asset and valued in accordance with AASB 141 “Agriculture”. Our accounting policies in relation to walnut trees are detailed in Note 1.5(e). In applying this policy, the Group has made various assumptions. As at 30 June 2016, the value of walnut trees carried in the financial statements of the consolidated entity is $43.6 million (2015: $33.9 million). Goodwill – The goodwill arising on the Bengerang Limited purchase and the Tandou Limited takeover represents the excess of the consideration paid over the fair values of the assets and liabilities acquired. The consideration paid is calculated by reference to the quoted share price of Webster Limited at the date of control, being 29 May 2015, multiplied by the number of shares issued. Directors negotiated the acquisitions in the months preceding the announcement of the transactions. An independent expert assessed the transactions as fair and reasonable. The Bengerang transaction was subsequently approved by Webster Limited shareholders at an extraordinary general meeting, while the Tandou acquisition was communicated to shareholders and the market. 1.5 We have adopted the following significant accounting policies in the preparation and presentation of the financial report: (a) Basis of Consolidation The consolidated financial statements incorporate the financial statements of Webster Limited and entities controlled by the company and its subsidiaries (referred to as “Webster Limited” in these financial statements). Control is achieved when Webster Limited: Has power over the investee; Is exposed, or has rights, to variable returns from its involvement with the investee; and Has the ability to use its power to affect its returns where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, we make adjustments to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of Webster. We eliminate all intra-group transactions, balances, income and expenses in full on consolidation. In the separate financial statements of Webster Limited, intra-Group transactions (“common control transactions”) are generally accounted for by reference to the existing (consolidated) book value of the items. Where the transaction value of common control transactions differs from their consolidated book value, we recognise the difference as a contribution by or distribution to equity participants by the transacting entities. (b) Revenue Recognition Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, stock rotation, price protection, rebates and other similar allowances. Sale of goods – Revenue from the sale of goods and disposal of other assets is recognised when the consolidated entity has transferred to the buyer the significant risks and rewards of ownership of the goods, except with respect to biological assets (see note 1.5(e)). Rendering of services – Revenue from a contract to provide services is recognised by reference to the stage of completion of the contract. The stage of completion of the contract is determined as revenue from a time and material basis and is recognised at the contractual rates as labour hours are delivered and direct expenses are incurred. Dividend and interest revenue – Dividend revenue from investments is recognised when Webster Limited’s right to receive the payment has been established. Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial asset. (c) Borrowing Costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in the profit and loss in the period in which they are incurred. Webster Limited – Annual Report 2016 27 Notes to the Financial Statements For the financial year ended 30 June 2016 (d) Cash and Cash Equivalents Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and have a maturity of three months or less at the date of acquisition. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet. (e) Biological Assets Walnut Trees – We classify walnut trees as a biological asset and valued in accordance with AASB 141 “Agriculture”. We value developing walnut trees at their growing cost until the year they bear their first commercial crop. We measure the value of crop-bearing walnut trees at fair value using a discounted cash flow methodology. The discounted cash flow incorporates the following factors: Walnut trees have an estimated 25-year economic life, with crop yields consistent with long-term yield rates; Selling prices are based on average trend prices; Growing, processing and selling costs are based on long-term average levels; and Cash flows are discounted at a rate that takes into account the cost of capital plus a suitable risk factor. Growing Crop – We value the growing walnut crop in accordance with AASB 141 “Agriculture”. This valuation takes into account current selling prices and current growing, processing and selling costs. The calculated crop value is then discounted to take into account that it is only partly developed, and then further discounted by a suitable factor to take into account the agricultural risk until crop maturity. Where little biological transformation has occurred in the growing crop, cost is used as an estimate of fair value. The fair value of walnuts and cotton harvested during the period and recognised in revenue is determined as the fair value of walnuts and cotton after harvest and picking less estimated point of sale costs. The fair value of livestock at the reporting date has been determined by using an external valuation. (f) Impairment of Assets At each reporting date, Webster Limited reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any indication exists, it estimates the recoverable amount of the asset in order to determine the extent of the impairment loss (if any). Where the assets do not generate cash flows that are independent from other assets, it estimates the recoverable amount of the cash-generating unit to which the assets belong. Webster Limited tests goodwill for impairment annually and whenever there is an indication that the asset has been impaired. An impairment of goodwill is not subsequently reversed. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimate of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value, in which case the impairment loss is treated as a revaluation decrease. Where an impairment loss is subsequently reversed, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value, in which case the reversal of the impairment loss is treated as a revaluation increase. 28 (g) Property, Plant and Equipment We measure land and buildings at cost. After initial recognition the asset is carried at cost less accumulated depreciation and any accumulated impairment losses. Depreciation on buildings is charged to profit or loss. Plant and equipment, leasehold improvements and equipment under finance lease are stated at cost less accumulated depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of the item. In the event that settlement of all or part of the purchase consideration is deferred, we determine cost by discounting the amounts payable in the future to their present value as at the date of acquisition. Depreciation is provided on property, plant and equipment, including freehold buildings but excluding land. We calculate depreciation on a straight-line basis so as to write off the net cost or other revalued amount of each asset over its expected useful life to its estimated residual value. Leasehold improvements are depreciated over the period of the lease or estimated useful life, whichever is the shorter, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each annual reporting period. We use the following estimated useful lives in the calculation of depreciation: Land improvements Buildings Leasehold improvements Plant and equipment 5 – 20 years 4 – 25 years 2 – 20 years 3 – 20 years (h) Leased Assets Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. We classify all other leases as operating leases. Webster Limited as lessee – Assets held under finance leases are initially recognised at their fair value or, if lower, at amounts equal to the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with Webster’s general policy on borrowing costs. Finance lease assets are amortised on a straight-line basis over the estimated useful life of the asset. Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Lease incentives – In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefits of incentives are recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Webster Limited as lessor – Purchased assets where Webster Limited is a lessor under operating leases are carried at cost and depreciated over their useful lives, which vary depending on the class of assets. Operating lease income is recognised on a straight-line basis over the period of the lease unless another systematic basis is more appropriate. Assets leased out under operating leases are included in property, plant and equipment. (i) Inventories Inventories are valued at the lower of cost and net realisable value except for walnut and cotton stocks which are measured at fair value less estimated cost to sell at the point of harvest, and subsequently net realisable value under AASB 102 “Inventories”. We account for costs incurred in bringing each product to its present location and condition as follows: We value walnut stocks in accordance with AASB 141 “Agriculture” whereby the cost of the non-living (harvested)produce is deemed to be its fair value less cost to sell immediately after it becomes non-living. This valuation takes into account current walnut selling prices and current processing and selling costs. We value cotton stocks in accordance with AASB 141 “Agriculture” whereby the cost of the non-living (harvested) produce is deemed to be its fair value less cost to sell immediately after it becomes non-living. This valuation takes into account current cotton selling prices and current processing and selling costs. We value livestock stock in accordance with AASB 141 “Agriculture” whereby its fair value less cost to sell is determined by an independent valuation at each reporting date. This value is then transferred into inventory representing its cost. Webster Limited – Annual Report 2016 29 Notes to the Financial Statements For the financial year ended 30 June 2016 (j) Intangibles Goodwill – We recognise goodwill arising in a business combination as an asset at the date that control is acquired (the acquisition date). Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the Group’s interest in the fair value of the acquiree’s identifiable net assets exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held equity interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain. Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, we allocate goodwill to each of Webster’s cash-generating units expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period. On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. Contracts – We measure contracts at cost. After initial recognition the asset is carried at cost less accumulated amortisation and any accumulated impairment losses. We amortise contracts on a straight-line basis over the term of the contract. Permanent water rights – We record permanent water rights at cost. Such rights have an indefinite life, and are not depreciated. As an integral component of the land and irrigation infrastructure required to grow walnuts, the carrying value is tested annually for impairment. If events or changes in circumstances indicate impairment, the carrying value is adjusted to take account of any impairment losses. (k) Derivative Financial Instruments Webster enters into a variety of derivative financial instruments to manage our exposure to foreign exchange rate risks and interest rate risk, including forward foreign exchange contracts and interest rate swaps. Further details of derivative financial instruments are disclosed in note 23 to the financial statements. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognised in profit immediately, unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit and loss depends on the nature of the hedge relationship. Webster designates certain derivatives as hedges of highly probable forecast transactions (cash flow hedges). Cash flow hedge – The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is deferred in equity. The gain or loss relating to the ineffective portion is recognised immediately in profit and loss. Amounts deferred in equity are recycled in profit and loss in the period when the hedged item is recognised in profit or loss. However, when the forecast transaction that is hedged results in the recognition of a non-financial asset or non- financial liability, the gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset or liability. We discontinue hedge accounting when Webster Limited revokes the hedging relationship, the hedge instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. Any cumulative gain or loss at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in profit and loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was deferred in equity is recognised immediately in profit and loss. When the Group revokes the hedging relationship, the hedge instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. Any cumulative gain or loss at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was deferred in equity is recognised immediately in profit or loss. 30 Derivatives that do not qualify for hedge accounting – Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instruments that do not qualify for hedge accounting are recognised immediately in profit and loss. (l) Employee Benefits We recognise for benefits accruing to employees in respect of wages and salaries, annual leave and long service leave when it is probable that settlement will be required and they are capable of being measured reliably. We measure liabilities in respect of employee benefits expected to be settled wholly within 12 months at their nominal values using the remuneration rate expected to apply at the time of settlement. Liabilities recognised in respect of employee benefits which are not expected to be settled within 12 months are measured as the present value of the estimated future cash outflows to be made by Webster Limited in respect of services provided by employees up to reporting date. Defined contribution plans – Contributions to defined contribution superannuation plans are expensed when incurred. (m) Financial Assets Investments are recognised and derecognised on trade date where purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value. Subsequent to initial recognition, investments in subsidiaries are measured at cost in the Company’s financial statements. Effective interest method – The effective interest method is a method of calculating the amortised cost of a financial asset and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset or, where appropriate, a shorter period. We recognise income on an effective interest rate basis for debt instruments other than those financial assets “at fair value through profit or loss.” Financial assets at fair value through profit or loss – We classify financial assets as financial assets at fair value through profit or loss where the financial asset: has been acquired principally for the purpose of selling in the near future; is a part of an identified portfolio of financial instruments that Webster manages together and has a recent actual pattern of short-term profit-taking; or is a derivative that is not designated and effective as a hedging instrument. Financial assets at fair value through profit or loss are stated at fair value, with any resultant gain or loss recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset. We determine fair value in the manner described in note 24. Loans and receivables – Trade receivables, loans, and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as “loans and receivables”. We record loans and receivables at amortised cost using the effective interest method less impairment. Interest is recognised by applying the effective interest rate. Impairment of financial assets – Financial assets, other than those at fair value through profit and loss, are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired where there is objective evidence that as a result of one or more events that occurred after the initial recognition of the financial asset the estimated future cash flows of the investment have been impacted. For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables where the carrying amount is reduced through the use of an allowance account. When the trade receivable is uncollectable, it is written off against the allowance account. We credit subsequent recoveries of amounts previously written off against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit and loss. Webster Limited – Annual Report 2016 31 Notes to the Financial Statements For the financial year ended 30 June 2016 If in a subsequent period the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment loss was recognised, the previously recognised impairment loss is reversed through profit and loss to the extent the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised. (n) Financial Instruments Debt and equity instruments – We classify debt and equity instruments as either liabilities or as equity in accordance with the substance of the contractual arrangement. An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. We record equity instruments issued by Webster as the proceeds received, net of direct issue costs. Financial guarantee contract liabilities – We measure financial guarantee contract liabilities initially at their fair value and subsequently at the higher of: the amount of the obligation under the contract, as determined under AASB 137 “Provisions, Contingent Liabilities and Contingent Assets”; and the amount initially recognised less, where appropriate, cumulative amortisation in accordance with revenue recognition policies described in note 1.5(b). Financial liabilities – We classify financial liabilities as either financial liabilities “at fair value through profit or loss” or other financial liabilities. Other financial liabilities – Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. (o) Foreign Currency In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the balance date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences are recognised in profit or loss in the period in which they arise except for: exchange differences which relate to assets under construction for future productive use are included in the cost of those assets where they are regarded as an adjustment to interest costs on foreign currency borrowings; exchange differences on transactions entered into in order to hedge certain foreign currency risks (refer to note 1(k)); and exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur, which form part of the net investment in a foreign operation, are recognised in the foreign currency translation reserve and recognised in profit or loss on disposal of the net investment. (p) Goods and Services Tax 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. We include cash flows in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows. 32 (q) Income Tax Webster Limited and its wholly-owned Australian resident entities have elected to become a tax-consolidated group with effect from 1 December 2010 and are therefore taxed as a single entity from that date. The head entity within the tax-consolidated group is Webster Limited. The members of the tax-consolidated group are identified in note 19. Tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the tax-consolidated group are recognised in the separate financial statements of the members of the tax-consolidated group using the “separate taxpayer within group” approach by reference to the carrying amounts in the separate financial statements of each entity and the tax values applying under tax consolidation. Any current tax liabilities, current assets and deferred tax assets arising from unused tax losses and relevant tax credits of the members of the tax-consolidated group are recognised by the Company (as head entity in the tax-consolidated group). The Directors intend to implement a tax sharing agreement and tax funding agreement between members of the tax-consolidated group. On the existence of a tax funding arrangement between the entities in the tax-consolidated group, amounts are recognised as payable to or receivable by the Company and each member of the group in relation to the tax contribution amounts paid or payable between the parent entity and the other members of the tax-consolidated group in accordance with the arrangement. Under the terms of the tax funding arrangement, Webster Limited and each of the entities in the tax-consolidated group will agree to pay a tax equivalent payment to or from the head entity, based on the current tax liability or current tax asset of the entity. The tax sharing agreement will provide for the determination of the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations or if an entity should leave the tax-consolidated group. The effect of the tax sharing agreement is that each member’s liability for tax payable by the tax-consolidated group is limited to the amount payable to the head entity under the tax funding arrangement. Current tax – Current tax is calculated by reference to the amount of income tax payable or recoverable in respect of the taxable profit or tax loss for the period. We calculate using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable). Deferred tax – We account for Deferred tax using the balance sheet liability method. Temporary differences are differences between the tax base of an asset or liability and its carrying amount in the balance sheet. The tax base of an asset or liability is the amount attributed to that asset or liability for tax purposes. In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) that affects neither taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from goodwill. Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries except where Webster is able to control the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with these investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the periods when the asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which Webster Limited expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and Webster intends to settle its current tax assets and liabilities on a net basis. Current and deferred tax for the period – We recognise current and deferred tax as an expense or income in the income statement, except when it relates to items credited or debited directly to equity, in which case the deferred tax is also recognised directly in equity, or where it arises from the initial accounting for a business combination, in which case we take it into account in the determination of goodwill or excess. Webster Limited – Annual Report 2016 33 Notes to the Financial Statements For the financial year ended 30 June 2016 (r) Investment Property Investment property, which is property held to earn rentals and/or for capital appreciation, is measured initially at its cost, including transaction costs. Subsequent to initial recognition, investment property is carried at cost less accumulated depreciation and any accumulated impairment losses. (s) Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) and, as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that recovery will be received and the amount of the receivable can be measured reliably. (t) Government Grants Government Grants are assistance by the government in the form of transfers of resources to Webster Limited in return for past or future compliance with certain conditions relating to the operating activities. Government Grants include government assistance where there are no conditions specifically relating to the operating activities of the consolidated entity other than the requirement to operate in certain regions or industry sectors. We recognise Government Grants relating to income as income over the periods necessary to match them with related costs. Government Grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to Webster with no future related costs are recognised as income of the period in which they become receivable. Government Grants whose primary condition is that Webster Limited should purchase, construct or otherwise acquire non-current assets are recognised as a reduction in the cost of non-current assets in the statement of financial position. (u) Business Combinations We account for acquisitions of subsidiaries and businesses using the acquisition method. We measure the consideration for each acquisition at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by Webster Limited in exchange for control of the acquiree. We recognise acquisition-related costs in profit or loss as incurred. Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its acquisition date fair value. We adjust subsequent changes in such fair values against the cost of acquisition where they qualify as measurement period adjustments (see below). All other subsequent changes in the fair value of contingent consideration classified as an asset or liability are accounted for in accordance with relevant Standards. Changes in the fair value of contingent consideration classified as equity are not recognised. Where a business combination is achieved in stages, we measure Webster Limited’s previously held interests in the acquired entity to fair value at the acquisition date (that is the date Webster attains control) and recognise the resulting gain or loss, if any. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss, where such treatment would be appropriate if that interest were disposed of. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under AASB 3 are recognised at their fair value at the acquisition date, except that: deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and measured in accordance with AASB 112 “Income Taxes” and AASB 119 “Employee Benefits” respectively; liabilities or equity instruments related to the replacement by the Group of an acquiree’s share-based payment awards are measured in accordance with AASB 2 “Share-based Payment”; and assets (or disposal groups) that are classified as held for sale in accordance with AASB 5 “Non-current Assets Held for Sale and Discontinued Operations” are measured in accordance with that Standard. 34 However, to the extent that it is impracticable to determine either: (a) the period-specific effects of an error on comparative information for one or more prior periods presented, the entity shall restate the opening balances of assets, liabilities and equity for the earliest period for which retrospective restatement is practicable (which may be the current period); or (b) the cumulative effect, at the beginning of the current period, of an error on all prior periods, the entity shall restate the comparative information to correct the error prospectively from the earliest date practicable. The correction of a prior period error is excluded from profit or loss for the period in which the error is discovered. Any information presented about prior periods, including any historical summaries of financial data, is restated as far back as is practicable. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, Webster Limited reports provisional amounts for the items for which the accounting is incomplete. We adjust those provisional amounts during the measurement period (see below), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date. The measurement period is the period from the date of acquisition to the date the Group obtains complete information about facts and circumstances that existed as of the acquisition date – and is subject to a maximum of one year. (v) Share-based payments We measure equity-settled share-based payments to employees at the fair value of the equity instruments at the issue date. Fair value is measured by use of a Black- Scholes pricing model taking into account the terms and conditions upon which the equity-settled share-based payments were granted. The fair value determined at the issue date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, with a corresponding increase in equity. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity-settled employee benefits reserve. (w) Material prior period errors Material prior period errors shall be retrospectively corrected in the first financial statements authorised for issue after their discovery by: (a) restating the comparative amounts for the prior period(s) presented in which the error occurred; or (b) if the error occurred before the earliest prior period presented, restating the opening balances of assets, liabilities and equity for the earliest prior period presented. Webster Limited – Annual Report 2016 35 Notes to the Financial Statements For the financial year ended 30 June 2016 1.6 Significant items Profit (Loss) before tax expense includes the following specific expenses for which disclosure is relevant in explaining the financial performance of Webster Limited: Impairment of goodwill 2016 $’000 2015 $’000 $96,450 – The impairment was recognised as a result of the acquisitions of Bengerang Limited and Tandou Limited. The offer for Bengerang Limited and Tandou Limited was based on independent valuations of the assets and liabilities. Based on these valuations the Webster Limited bid was announced to the market on 27 February 2015. The bid was approved at an Extraordinary General Meeting on 25 May 2015. The share price of Webster Limited increased during the period of announcing the bids to market through until the date of acquiring control being 29 May 2015. In accordance with AASB 3 “Business Combinations”, the consideration paid for the acquisitions was calculated by reference to the quoted share price of Webster Limited at the date of control, multiplied by the number of shares issued. The value of the consideration was greater than the fair value of the assets and liabilities acquired, as a result goodwill on acquisition was generated. The goodwill arising on acquisition was: Bengerang goodwill Tandou goodwill Total goodwill $’000 $90,072 $30,968 $121,040 In accordance with AASB 136 “Impairment of Assets”, the goodwill generated was allocated to Cash-Generating Units (CGUs) and tested for impairment using updated Directors’ valuations of assets and liabilities during the year. The recoverable amount of both CGUs is the greater of value in use and their fair value less costs of disposal: where fair value less costs of disposal has been calculated based on a Directors’ Valuation. The Directors have made their valuation with reference to external valuation assessments, making it a Level 3 valuation within the fair value hierarchy prescribed by AASB 13 “Fair Value Measurement”. The external valuation assessments are based on comparable market transactions for other properties and water rights; and other items such as property, plant and equipment and working capital are based on current book values which are deemed to represent fair value. The result from testing the CGUs for impairment during the year was to fully impair the $90.072 million of Bengerang goodwill and impair $6.379 million of Tandou goodwill having consideration for the synergies, benefits and increasing value of water rights acquired as part of the acquisition. 36 2 Profit/(Loss) from Operations Profit from operations before income tax includes the following items of revenue and expense: (a) Revenue Revenue from the sale of goods Revenue from the rendering of services lnterest revenue Rental revenue Total revenue (b) Other Income Gain on disposal of permanent water rights and PPE Increment in net market value of agricultural assets Net foreign exchange gains/(loss) Net income from sales of unused water allocations Other Total other income (c) Expenses Cost of sales Interest on loans Dividends on instruments classified as financial liabilities Other finance costs Total finance costs Depreciation of non-current assets Amortisation of non-current assets Total depreciation and amortisation Equity-settled share-based payments Post-employment benefits Other employee benefits Total employee benefits expense Research and development costs immediately expensed Operating lease rental expense 2016 $’000 2015 $’000 119,782 48,803 7,937 9,269 97 565 204 44 128,381 58,320 3,550 29 49,039 16,537 (15) 2,415 4,517 177 – 2,440 59,506 19,183 91,655 37,843 6,533 3,154 32 362 35 94 6,927 3,283 7,505 4,210 483 216 7,988 4,426 201 222 1,512 1,024 15,914 10,263 17,627 11,509 – 17 450 524 Webster Limited – Annual Report 2016 37 Notes to the Financial Statements For the financial year ended 30 June 2016 3 Income Taxes (a) Income tax recognised in profit or loss Tax expense comprises: Current tax expense Adjustments recognised in the current year in relation to the current tax of prior years Deferred tax expense relating to the origination and reversal of temporary differences Other Tax attributable to discontinued operations Total tax (credit)/expense (relating to continuing operations) The prima facie income tax expense on pre-tax accounting (loss)/profit from operations reconciles to income tax expense in the financial statements as follows: (Loss)/profit from continuing operations (Loss)/profit from discontinued operations Total (loss)/profit from operations Income tax expense calculated at 30% Non-deductible expenses Restatement of tax costs of assets Non-assessable gain Derecognition of deferred tax asset (Over)/under provision of income tax in previous year Tax attributable to discontinued operations The tax rate used in the above reconciliation is the corporate tax rate of 30% payable by Australian corporate entities on taxable profits under Australian tax law. There has been no change in the corporate tax rate when compared with the previous reporting period. (b) Income tax recognised directly in other comprehensive income Deferred tax: Revaluation of financial instruments treated as cash flow hedges (c) Current tax payable: Income tax attributable: Parent entity Entities in the tax consolidated group Other 38 2016 $’000 2015 $’000 1,038 – (1,922) – – (885) (267) – (495) 73 1,007 318 (81,554) 8,568 – (3,497) (81,554) (24,466) 28,781 5,071 1,521 (310) (5,557) (1,740) (453) 204 607 – – (160) – 1,007 (885) 318 – – (263) (263) – (1,038) – (1,038) 349 (699) 350 – Opening balance $’000 Charged to income $’000 Charged to equity $’000 Acquisitions /disposals $’000 Closing balance $’000 (d) Deferred tax assets and liabilities 2016 Deferred tax assets: Provisions Financial assets – receivables Other Unused tax losses Deferred tax liabilities: Property, plant and equipment Financial assets – non-receivables Inventory and biological assets Other 2015 Deferred tax assets: Provisions Financial assets – receivables Other Unused tax losses Deferred tax liabilities: 574 586 4,314 7,402 12,876 (22,662) (46) (10,641) (898) (34,247) (21,371) 250 491 246 1,599 2,586 372 (586) (3,582) 3,815 19 8,311 46 (7,740) 888 1,505 1,524 118 95 1,581 3,045 4,839 Property, plant and equipment (4,673) (2,367) Financial assets – non-receivables Inventory and biological assets Other (35) (1,945) (103) (6,756) (4,170) (26) (1,962) 11 (4,344) 495 – – – – – – – – – – – 182 – 4 – 186 – 15 – 48 63 249 – – – – – – – – – – – 946 – 732 11,217 12,895 (14,351) – (18,381) (10) (32,742) (19,847) 24 – 2,483 2,758 5,265 574 586 4,314 7,402 12,876 (15,622) (22,662) – (6,734) (854) (23,210) (17,105) (46) (10,641) (898) (34,247) (21,371) Webster Limited – Annual Report 2015-16 39 Notes to the Financial Statements For the financial year ended 30 June 2016 4 Remuneration of Auditors Auditor of the parent entity Audit or review of the financial report Taxation services Other services Auditor of the subsidiary companies Tandou Limited (PricewaterhouseCoopers) Bengerang Limited (2016: Deloitte Touche Tohmatsu; 2015: Ernst and Young) 2016 $ 2015 $ 382,000 227,910 47,985 205,523 72,015 12,155 502,000 445,588 – 121,100 30,000 48,932 The auditor of Webster Limited is Deloitte Touche Tohmatsu. Other services include services relating to AGW Funds Management Limited, and LTIP and general advice. 40 5 Trade and Other Receivables Current Trade receivables Goods and services tax (GST) recoverable The average credit period on sales of goods of the operating divisions within the Company is 60 days. Non-current Trade receivables Allowance for doubtful debts Ageing of past due but not impaired 61 – 90 days 91 – 120 days 121 + days Total Movement in allowance for doubtful debts Balance at the beginning of the year Impairment losses recognised on receivables Amounts written off as uncollectable Balance at the end of the year Ageing of impaired 61 – 90 days 91 – 120 days 121 + days Total 2016 $’000 2015 $’000 25,287 34,062 248 681 25,535 34,743 2,965 (2,213) 4,398 (2,084) 752 2,314 69 55 907 1,031 256 159 2,434 2,849 (2,084) (1,605) (129) – (798) 319 (2,213) (2,084) – – – – 2,213 2,213 2,084 2,084 In determining the recoverability of a trade receivable, the consolidated entity considers any change in the credit quality of the trade receivables from the date credit was initially granted up to the reporting date. The Group has recognised an allowance for doubtful debts against receivables from Managed Investment Scheme (MIS) growers, the majority of which relates to bankrupt scheme participants. The non-current trade receivable balance relates to fees owing from MIS investors. Webster Limited – Annual Report 2016 41 Notes to the Financial Statements For the financial year ended 30 June 2016 6 Other Financial Assets Current At fair value Foreign currency forward contracts 7 Inventories Raw materials Raw materials at cost Walnut stocks Walnut stocks at cost Cropping stocks Cropping stocks at fair value Cropping stocks at cost Livestock Livestock at cost Onion stocks Onion stocks at cost 42 2016 $’000 2015 $’000 – – 53 53 2016 $’000 2015 $’000 2,811 3,067 9,091 14,816 7,275 5,999 31,706 50,603 9,470 6,780 – 187 60,353 81,452 8 Other Assets Prepayments Development Funding Due 2016 $’000 2015 $’000 500 2,229 7,723 – 8,223 2,229 The consolidated entity has entered into several On Farm Irrigation Efficiency Programs (OFIEP), with the Commonwealth of Australia and its representatives in relation to the OFIEP pursuant to which funding will be provided to improve the efficiency of irrigation systems on its properties in return for the permanent assignment of selected Water Access Entitlements. Development Funding Due represents the value of outstanding development works to be undertaken equal to the value of the Permanent Water Entitlements assigned. 9 Property, Plant and Equipment Land improvements Buildings Leasehold improvements at cost Plant and equipment at cost Equipment under finance lease at cost ($’000) ($’000) ($’000) ($’000) ($’000) Freehold land ($’000) Total ($’000) Gross carrying amount Balance at 1 July 2014 7,409 – 15,418 698 42,312 706 66,543 Acquisitions through business combinations Additions Disposals Reclassification of assets 81,227 48,286 17,568 280 20,512 1,212 169,086 – (244) – 106 645 – 9,700 428 10,879 – – (4,611) – (672) (26) (8,230) (122) (13,879) 26 – – Balance at 30 June 2015 88,392 48,392 29,020 306 64,294 2,224 232,629 Accumulated depreciation/amortisation and impairment Balance at 1 July 2014 Disposals Depreciation expense Reclassification of assets Balance at 30 June 2015 Net book value – – – – – – – (29) – (29) (870) 500 (455) – (825) (209) (14,289) (392) (15,760) 207 4,704 (3,714) (26) (50) 26 (52) 73 (49) – 5,484 (4,297) – (13,299) (368) (14,573) As at 30 June 2014 7,409 – 14,548 489 28,023 314 50,783 As at 30 June 2015 88,392 48,363 28,195 254 50,995 1,856 218,055 Webster Limited – Annual Report 2016 43 Notes to the Financial Statements For the financial year ended 30 June 2016 9 Property, Plant and Equipment (continued) Land improvements Buildings Leasehold improvements at cost Plant and equipment at cost Equipment under finance lease at cost ($’000) ($’000) ($’000) ($’000) ($’000) Freehold land ($’000) Total ($’000) Gross carrying amount Business disposal – – – – – – – Balance at 1 July 2015 88,392 48,392 29,020 306 64,294 2,225 232,629 Additions Disposals 10,383 (3,652) 7,829 – 567 (963) 134 9,463 880 29,256 – (993) (1,509) (7,117) Reclassification of assets (i) 28,549 (28,109) 8,007 (440) (8,007) – – Balance at 30 June 2016 123,672 28,112 36,631 – 64,757 1,596 254,768 Accumulated depreciation/amortisation and impairment Balance at 1 July 2015 Depreciation expense Disposal Reclassification of assets Balance at 30 June 2016 Net book value – – – – – (29) (825) (52) (13,299) (368) (14,573) (798) (1,188) – – – – (827) (2,013) – 52 – – (5,519) – (7,505) (26) – 801 – 827 – (18,844) 433 (21,251) As at 30 June 2015 88,392 48,363 28,195 254 50,995 1,856 218,055 As at 30 June 2016 123,672 27,285 34,618 – 45,913 2,029 233,517 (i) Reclassification of assets represents the transfer of the cotton gin building from plant and equipment prior to classification. Upon acquisition of Tandou, management of the Group reclassified a group of assets from property improvements to land. 44 10 Biological Assets The consolidated entity as part of its operations grows, harvests, processes and sells walnuts, cotton, crops and livestock. As at 30 June 2016 the consolidated entity owned a total of 1,995 hectares (2015: 1,995 hectares) of walnut orchards located in New South Wales and Tasmania. Of the total orchard area owned, 701 hectares (2015: 750 hectares) were leased to growers under Managed Investment Schemes, with the output of agricultural product of these hectares being the property of the MIS growers. During the year ended 30 June 2016 a total of 4,812 tonnes (2015: 5,835 tonnes) of walnuts were harvested from all orchards, including 2,623 tonnes (2015: 2,754 tonnes) from orchards leased to MIS growers. As at 30 June 2016, the consolidated entity owned a total of 37,715 hectares of irrigated cropping land (2015: 35,065) located in New South Wales and Queensland. (a) Non-current Walnut orchards (b) Reconciliation of changes in the carrying amount of Biological Assets Carrying value at the beginning of the financial year Purchases Carrying value at the end of the financial year 2016 $’000 2015 $’000 43,642 35,688 43,642 35,688 35,688 33,964 7,954 1,724 43,642 35,688 (c) Fair Value The fair values of non-current biological assets have been determined in accordance with generally accepted pricing models based on a discounted cash flow analysis. The following table provides an analysis of non-current biological assets measured at fair value based on the degree to which the fair value is observable. Fair value hierarchy Fair value as at: Fair value hierarchy Valuation technique 30/06/16 $’000 Biological Assets 43,642 30/06/15 $’000 35,688 Level 2 Discounted cash flow based on observable market prices and cost inputs. Refer to note 1.5e for further details on valuation technique. (d) Biological assets pledged as security Refer to note 13 for information on biological assets pledged as security by the parent entity or its subsidiaries. (e) Financial risk management The consolidated entity is exposed to financial risk associated with movements in exchange rates as walnut export sales are undertaken in foreign currencies. The consolidated entity has an active foreign exchange policy and enters into derivative instruments in line with its foreign exchange policy to help manage this risk. Webster Limited – Annual Report 2016 45 Notes to the Financial Statements For the financial year ended 30 June 2016 11 Intangibles Goodwill $’000 Licences $’000 Contracts $’000 Permanent Water Rights $’000 Total $’000 Net book value Balance at 1 July 2014 Amortisation expense Amounts recognised on sale of business 397 – (286) Additional amounts recognised during the year 121,039 100 2,069 2,848 5,414 – – – (125) – – – – (125) (286) 228,893 349,932 Balance at 30 June 2015 Amortisation expense Impairment Additions Disposals 121,150 100 1,944 231,741 354,935 – (96,450) – – – – – – (125) – – – – – (125) (96,450) 19,904 19,904 (11,195) (11,195) Balance at 30 June 2016 24,700 100 1,819 240,450 267,069 (a) Impairment test for goodwill Goodwill amounts recognised arose from the purchase of Bengerang Limited and Tandou Limited. The carrying value of goodwill represents, in part, the excess of the market value of the Permanent Water Rights over the cost value of the Permanent Water Rights. The goodwill value has been tested in accordance with generally accepted pricing models based on a discounted cash flow analysis. (b) Licences Licences are measured at cost and tested for impairment on an annual basis. (c) Contracts Contracts are measured at cost and amortised on a straight-line basis over the term of the contract. (d) Permanent Water Rights The value of Permanent Water Rights is an integral part of land and irrigation infrastructure required to grow both walnuts and annual crops. The fair value of permanent water rights used for impairment testing is supported by the tradeable market value, which at current market prices is higher than the carrying value. 46 12 Trade and Other Payables Current Trade payables Goods and services tax (GST) payable 2016 ($’000) 2015 ($’000) 12,794 24,196 2,437 2,284 15,231 26,480 The average credit period on purchases is 30 days. Interest is charged on a creditor by creditor basis. The consolidated entity has financial risk management policies in place to ensure that all payables are paid within the credit time frame. 13 Borrowings (a) Current At amortised cost Secured Bank loans Finance lease liabilities (b) Non-current At amortised cost Secured Bank loans Finance lease liabilities Unsecured Non-redeemable cumulative preference shares (i) Secured by mortgage over property and floating charge over assets, the value of which exceeds the loan. (ii) Secured by assets leased, the value of which exceeds the lease liability. (iii) 394,000 9% non-redeemable cumulative preference shares at a par value of $1.00 per share. Note 2016 $’000 2015 $’000 (i) (ii) 43,887 46,110 807 881 44,694 46,991 150,000 148,480 (ii) 1,863 869 (iii) 394 394 152,257 149,743 Webster Limited – Annual Report 2016 47 Notes to the Financial Statements For the financial year ended 30 June 2016 14 Other Financial Liabilities Current At fair value Foreign currency forward contracts 15 Provisions (a) Current Employee benefits Export sales rebates (b) Non-current Employee benefits (c) Movements in provisions Balance at beginning of financial year Additional provision recognised Reductions arising from payments/other sacrifices of future economic benefits Balance at end of financial year 2016 $’000 2015 $’000 – – 620 620 2016 $’000 2015 $’000 1,296 1,569 – 930 1,296 2,499 374 159 2,658 – (988) 1,449 1,209 – 1,670 2,658 48 16 Issued Capital 350,745,163 (2015: 347,705,383) fully paid ordinary shares Note 2016 $’000 2015 $’000 (i) 462,844 459,468 462,844 459,468 Changes to the then Corporations Law abolished the authorised capital and par value concept in relation to share capital from 1 July 1998. Therefore, the Company does not have a limited amount of authorised capital and issued shares do not have a par value. 2016 2015 Note Number $’000 Number $’000 (i) Fully paid ordinary share capital Balance at beginning of financial year 347,705,383 459,468 137,987,365 73,458 Shares issued (i) 3,039,780 3,376 209,718,018 386,010 Balance at end of financial year 350,745,163 462,844 347,705,383 459,468 Fully paid ordinary shares carry one vote per share and carry the right to dividends. (i) Share capital issued during the financial year 3,039,780 ordinary shares were issued on August 2015, resulting from the successful takeover bid for Tandou Limited. 17 (Loss)/Earnings per Share Basic (loss)/earnings per share Diluted (loss)/earnings per share Includes goodwill impairment in 2016 Cents per share Note 2016 2015 (a) (b) (23.28) (23.28) 3.70 3.61 (a) Basic (loss)/earnings per share The earnings and weighted average number of ordinary shares used in the calculation of basic (loss)/earnings per share are as follows: Earnings used in the calculation of basic (loss)/earnings per share (80,669) 8,250 Weighted average number of ordinary shares for the purposes of basic (loss)/earnings per share 346,510,396 155,452,035 2016 $’000 2015 $’000 2016 2015 Webster Limited – Annual Report 2016 49 Notes to the Financial Statements For the financial year ended 30 June 2016 17 (Loss)/Earnings per Share (continued) (b) Diluted (loss)/earnings per share The earnings and weighted average number of ordinary and potential ordinary shares used in the calculation of diluted (loss)/ earnings per share are as follows: Earnings used in the calculation of diluted (loss)/earnings per share (80,669) 8,250 Weighted average number of ordinary and potential ordinary shares for the purpose of diluted (loss)/earnings per share 346,510,396 159,312,035 2016 $’000 2015 $’000 2016 2015 18 Dividends (a) Dividends paid during the year Fully paid ordinary shares Final dividend – FY2015 paid October 2015, (FY2014 paid October 2014) 2016 2015 Cents per share Total $’000 Cents per share Total $’000 1.0 3,438 2.0 2,683 3,438 2,683 (b) Dividends proposed The Directors have declared a fully franked 1.0 cent per share final dividend on ordinary shares, payable on 28 October 2016. The record date for determining entitlement to the ordinary dividend is 7 October 2016. The Directors have also declared a franked 4.5 cent per share dividend on cumulative preference shares payable on 30 September 2016. The record date for determining entitlement is 16 September 2016. (c) Franking credits balance Franking account balance at 1 July Tax paid/(refunded) Dividends paid Net franking credits available at 30 June Impact on franking account balance of dividends not recognised 2016 $’000 2015 $’000 2,908 2,798 (124) (1,503) 1,281 1,348 (1,238) 2,908 (1,503) (1,503) 50 19 Subsidiaries Parent Entity Webster Limited Controlled Entities Clements and Marshall Consolidated Limited Cygnet Canning Company Pty Limited Clements and Marshall Pty Limited Field Fresh Tasmania Partnership AGW Finance Pty Limited AGW Walnuts Pty Limited Walnuts Australia Pty Limited AGW Funds Management Limited Bengerang Limited Tandou Limited Note Country of Incorporation Ownership Interest 2016 (%) 2015 (%) Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia (i) (i) (i) (i) (i) 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 97 The above entities are audited by Deloitte Touche Tohmatsu. All entities carry on business in Australia. (i) These wholly-owned controlled entities have obtained approval under the ASIC Class Order granting relief from the requirement to produce audited financial reports and are party to a cross guarantee. The parent entity has entered into a range of cross guarantees and registered mortgage debentures over assets and capital of Webster Limited, which include the above entities other than AGW Funds Management Limited, under its banking arrangements with National Australia Bank. Webster Limited – Annual Report 2016 51 Notes to the Financial Statements For the financial year ended 30 June 2016 19 Subsidiaries (continued) (a) Financial performance The following statement of financial performance represents the consolidated financial performance of entities which are party to the deed of cross guarantee. AGW Funds Management Limited, Clements and Marshall Pty Limited, Clements and Marshall Consolidated Limited, Cygnet Canning Company Pty Limited and AGW Finance Pty Limited are not parties to the cross guarantee. Revenue Cost of sales Gross Profit Other income Acquisition expenses Distribution expenses Marketing expenses Operational expenses Administration expenses Finance costs Impairment of goodwill Other expenses Profit before income tax expense Income tax (expense)/benefit Net profit for the period Discontinued operations Loss for the period from discontinued operations Profit/(loss) for the period Other comprehensive income, net of income tax Gain/(loss) on cash flow hedges taken to equity Other comprehensive gain/(loss) for the period (net of tax) Total comprehensive income for the period 2016 $’000 2015 $’000 120,648 43,168 (91,655) (23,348) 28,993 19,820 59,036 7,134 – (3,902) (671) (3,934) (1,927) (584) (55,293) (2,988) (5,856) (6,927) (96,450) (6,912) (3,130) – (261) (289) (81,332) 7,190 1,070 (85) (80,262) 7,104 – (2,491) (80,262) 4,613 – – (612) (612) (80,262) 4,001 52 (b) Financial position The following statement of financial position represents the consolidated financial performance of entities which are party to the deed of cross guarantee. AGW Funds Management Limited, Clements and Marshall Pty Limited, Clements and Marshall Consolidated Limited, Cygnet Canning Company Pty Limited and AGW Finance Pty Limited are not parties to the cross guarantee. Current Assets Cash and cash equivalents Trade and other receivables Other financial assets Inventories Other assets Total current assets Non-current Assets Trade and other receivables Property, plant and equipment Biological Assets Investment property Investments Intangibles – water Intangibles – goodwill Intangibles – other Total non-current assets Total assets Current liabilities Trade and other payables Borrowings Current tax liability Other financial liabilities Provisions Total current liabilities Non-current liabilities Borrowings Deferred tax liabilities Provisions Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained earnings Total equity 2016 $’000 2015 $’000 8,744 13,718 20,977 79,337 – 122 60,353 45,301 8,223 1,559 98,297 140,037 752 2,314 233,517 101,601 43,642 35,688 – – 52 166,650 240,450 122,557 24,700 92,143 1,919 2,044 545,032 522,997 643,329 663,034 9,025 16,065 44,694 34,491 1,021 – – 620 1,296 1,806 56,036 52,982 152,257 119,743 19,847 374 802 97 172,478 120,642 228,514 173,624 414,815 489,409 462,794 459,468 371 (29) (48,350) 29,970 414,815 489,409 Webster Limited – Annual Report 2016 53 Notes to the Financial Statements For the financial year ended 30 June 2016 20 Commitments for Expenditure (a) Lease commitments Non-cancellable operating leases Not longer than one year Longer than one year and not longer than five years Finance lease liabilities Not longer than one year Longer than one year and not longer than five years Minimum lease payments Less: Future finance charges Less: Goods and services tax (GST) Finance lease liabilities Present value of minimum future lease payments: Not longer than one year Longer than one year and not longer than five years Included in the financial statements as: Current interest bearing liabilities Non-current interest bearing liabilities (i) Operating lease commitments relate to properties and equipment with lease terms of up to 10 years. (ii) Finance lease liabilities relate to various plant and equipment with lease terms of up to five years. (b) Capital expenditure commitments Not longer than one year Longer than one year and not longer than five years Longer than five years Note 2016 $’000 2015 $’000 (i) (ii) 130 227 357 759 718 1,477 807 1,015 1,863 2,670 (139) (218) 982 1,997 (124) (123) 2,313 1,750 699 1,614 2,313 699 1,614 2,313 881 869 1,750 881 869 1,750 16,721 11,810 – – – – 16,721 11,810 54 21 Segment Information (a) Segments Following the purchase of the Kooba Ag assets and the acquisition of Bengerang Limited and Tandou Limited, the Group manages and reports its business operations under two main reportable segments, Agriculture and Horticulture. The Agriculture segment products are primarily annual row crops including cotton, wheat and maize as well as livestock, whereas the Horticulture segment pertains to tree crops which are primarily walnuts. (b) Segment revenue and results The following is an analysis of the Group’s revenue and results from continuing operations by reportable segment. Agriculture Horticulture Total for continuing operations Unallocated income Corporate and Directors’ costs Finance costs Acquisition costs Profit/(loss) before tax (continuing operations) Segment Revenue Segment Results 2016 $’000 2015 $’000 2016 $’000 2015 $’000 147,935 26,442 (71,628) 5,194 39,856 50,961 2,202 13,661 187,791 77,403 (69,426) 18,855 97 204 (5,298) (6,927) – (3,170) (3,283) (3,934) (81,554) 8,568 Segment revenue reported above represents revenue generated from external customers. There were no inter-segment sales in the current year (2015: Nil). The accounting policies of the reportable segments are the same as the Group’s accounting policies. Webster Limited – Annual Report 2016 55 Notes to the Financial Statements For the financial year ended 30 June 2016 21 Segment Information (continued) (c) Segments assets and liabilities Assets Agriculture Horticulture Total segment assets Unallocated Consolidated total assets Liabilities Agriculture Horticulture Total segment liabilities Unallocated Consolidated total liabilities 2016 $’000 2015 $’000 520,850 579,714 120,423 153,760 641,273 733,474 10,320 15,480 651,593 748,954 23,827 22,005 6,085 20,505 29,912 42,510 204,825 205,353 234,737 247,863 (d) Information on geographical areas The consolidated entity’s goods are sold in both domestic and international markets. The following table details the consolidated entity’s revenues from continuing operations and non-current assets by geographical location. Revenue from Customers Non-current Assets 2016 $’000 2015 $’000 2016 $’000 2015 $’000 174,659 51,790 545,032 613,251 10,909 19,622 2,223 5,991 – – – – 187,791 77,403 545,032 613,251 Australia Europe Other 56 22 Notes to the Cash Flow Statement (a) Reconciliation of cash and cash equivalents For the purpose of the cash flow statement, cash and cash equivalents includes cash on hand and in banks and investments in money market instruments, net of outstanding bank overdrafts. Cash and cash equivalents at the end of the financial year as shown in the cash flow statement is reconciled to the related items in the balance sheet as follows: Cash and cash equivalents 2016 $’000 2015 $’000 12,450 17,226 12,450 17,226 As at 30 June 2016 $4,981,394 of cash and cash equivalents is classified as restricted cash in relation to government funded development. (b) Non-cash financing and investing activities During the financial year, the consolidated entity acquired equipment via finance leases to the value of $428,000 (2015: Nil). (c) Financing facilities Secured bank loan rolling facilities – Amount used – Amount unused (d) Cash balances not available for use There were no cash balances unavailable for use at balance date. (e) Reconciliation of profit for the period to net cash flows from operating activities Profit/(loss) for the period Depreciation of non-current assets Amortisation of non-current assets Adjustments relating to agricultural/biological assets Repayment of foreign exchange forward contract Net profit on sale of non-current assets Profit on the sale of water rights Impairment of goodwill Interest income received or receivable Debt instrument dividends paid Movements in working capital – Decrease/(increase) in receivables – Decrease/(increase) in inventories – Decrease/(increase) in other assets – – – Increase/(decrease) in payables Increase/(decrease) in provisions Increase/(decrease) in tax balances Net cash flows from/(used) in operating activities 193,887 194,590 56,113 51,410 250,000 246,000 (80,669) 7,505 483 5,759 4,426 – (49,039) (16,537) 400 (52) (3,498) 96,450 (97) – 10,770 70,138 1,729 (11,713) 50 (2,144) 40,313 – (448) – – (206) – 2,971 175 – 4,474 (662) (1,526) (1,572) Webster Limited – Annual Report 2016 57 Notes to the Financial Statements For the financial year ended 30 June 2016 23 Financial Instruments (a) Capital risk management The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The Group’s overall strategy remains unchanged from 30 June 2015. The capital structure of the Group consists of debt, which includes the borrowings disclosed in note 14, cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued capital as disclosed in note 17, reserves and retained profits. The Group operates globally, primarily through subsidiary companies established in the markets in which the Group trades. None of the Group’s entities are subject to externally imposed capital requirements. Gearing ratio The Group’s Board of Directors reviews the capital structure on an annual basis. As a part of this review the committee considers the cost of capital and the risk associated with each class of capital. The Board of Directors of the Group in considering its overall capital structure takes into account the payment of dividends, new share issues as well as the issue of new debt or the redemption of existing debt. The gearing ratio at year end was as follows: Debt Cash and cash equivalents Net debt Equity Net debt to equity ratio (i) Debt is defined as long- and short-term borrowings, as detailed in note 13. (ii) Equity includes all capital and reserves. (b) Categories of financial instruments Financial assets Derivative instrument in designated hedge accounting relationships Cash and cash equivalents Loans and receivables Financial liabilities Derivative instrument in designated hedge accounting relationships Trade and other payables Borrowings Note 2016 ($’000) 2015 ($’000) (i) 196,951 196,734 (12,450) (17,226) 184,501 179,508 (ii) 418,018 497,251 44% 36% – 53 12,450 17,226 26,287 37,057 – 620 15,231 27,410 196,951 196,734 58 (c) Financial risk management objectives The Group’s key management personnel co-ordinate access to domestic and international financial markets and manage the financial risks relating to the operations of the consolidated entity. The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Group enters into forward foreign exchange contracts to hedge the exchange rate risks arising on the export of produce to Europe and Asia. (d) Market risk The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates. The Group enters into derivative financial instruments to manage its exposure to foreign currency risk, including: forward foreign exchange contracts to hedge the exchange rate risk arising on the sales or export. There has been no change to the Group’s exposure to market risks or the manner in which these risks are managed and measured. (e) Foreign currency risk management The Group undertakes certain transactions denominated in foreign currencies, hence exposure to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilising forward foreign exchange contracts and currency swap agreements. The Group’s exposure to foreign currency risk at balance date was as follows, based on notional amounts: Trade and other receivables Cash at bank Trade and other payables Provisions Net exposure Trade and other receivables Cash at bank Trade and other payables Provisions Net exposure 2016 USD ($’000) EUR ($’000) GBP ($’000) JPY ($’000) 2,770 2,483 447 880 – – – – 3,216 3,362 – 1 – – 1 – 5 – – 5 2015 USD ($’000) EUR ($’000) GBP ($’000) JPY ($’000) 6,883 7,064 739 947 2,449 (1,053) – 390 (333) (865) – – – 30 (28) (15) 8,279 6,256 739 934 Webster Limited – Annual Report 2016 59 Notes to the Financial Statements For the financial year ended 30 June 2016 23 Financial Instruments (continued) Forward foreign exchange contracts It is the policy of all entities in the Group to enter into forward foreign exchange contracts to cover up to 100% of the exposure generated by specific foreign currency payments and receipts. The Group also enters into forward foreign exchange contracts to manage the risk associated with anticipated horticultural export transactions. A progressive cover strategy is adopted from the time of budgeting through to harvest when up to 90% of exposure is hedged. In the current year, there were no outstanding forward foreign exchange contracts. The following table details the aggregate foreign currency contracts outstanding as at reporting date: Outstanding contracts Due within three months Sell – British Pound – Euro – Japanese Yen – United States Dollar Buy – United States Dollar Due after three months: Sell – United States Dollar Due within three months – Euro – Japanese Yen – United States Dollar Buy – United States Dollar Due after three months: Sell – United States Dollar Average Exchange Rate Foreign Currency 2016 2015 (FC’000) (FC’000) 2016 2015 – – – – – – 0.6736 97.3300 0.7947 – – – – – – – 2,000 31,800 10,000 – – 0.8413 – 1,000 Contract Value Fair Value 2016 ($’000) 2015 ($’000) 2016 ($’000) 2015 ($’000) – – – – – – 2,969 327 12,583 – 1,189 17,068 – – – – – – 53 (12) (481) – (127) (567) As at the reporting date the aggregate amount of unrealised profits under forward foreign exchange contracts relating to anticipated future transactions is $Nil, (2013: $309,000 profit) and this is deferred in the hedging reserve to the extent that the hedge has been determined to be effective. 60 Foreign exchange sensitivity analysis Other comprehensive income – British Pound – Euro – Japanese Yen – United States Dollar Profit and Loss – British Pound – Euro – Japanese Yen – United States Dollar 2016 2015 +10% ($’000) –10% ($’000) +10% ($’000) –10% ($’000) – – – – – – – – – – – 265 31 1,307 1,603 – (324) (38) (1,598) (1,960) 2016 2015 +10% ($’000) –10% ($’000) +10% ($’000) –10% ($’000) (0) (306) (0) (292) (599) 0 374 1 357 732 (67) (372) (56) – (496) 82 455 69 – 606 (f) Interest rate risk management The Company and the Group are exposed to interest rate risk as they borrow funds at both fixed and floating interest rates. This risk is managed by maintaining an appropriate mix between fixed and floating rate borrowings. The Company’s and Group’s exposures to interest rates on financial assets and financial liabilities are detailed in the maturity profile of financial instruments section of this note. Webster Limited – Annual Report 2016 61 Notes to the Financial Statements For the financial year ended 30 June 2016 23 Financial Instruments (continued) Interest rate sensitivity analysis The sensitivity analyses below have been determined based on the exposure to interest rates for both derivative and non- derivative instruments at the reporting date and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period. A 100 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and this represents management’s assessment of the possible change in interest rates. At reporting date, if interest rates had been 100 basis points higher or lower and all other variables were held constant, the impact on the Group is as follows: Financial assets Cash and cash equivalents Financial liabilities Borrowings Effect on Profit and Loss 2016 2015 +1% –1% +1% –1% 534 (534) 172 (172) (1,970) 1,970 (1,967) 1,967 The following tables detail the Group’s expected maturity for its non-derivative financial assets and contractual maturity for non-derivative financial liabilities. Weighted Average Effective Rate (%) Less than 1 year ($’000) 1 to 5 years ($’000) More than 5 years ($’000) Total ($’000) 2016 Financial assets Non-interest bearing Trade and other receivables Other financial assets Variable interest rate Cash and cash equivalents Financial liabilities Non-interest bearing Trade and other payables Other financial liabilities Variable interest rate Bank loans Fixed interest rate maturity Finance lease liabilities Cumulative non-redeemable preference shares* 62 – – 25,535 752 – – – 1.40 12,450 37,985 752 – – 15,231 620 – – – – – – – – 26,287 – 12,450 38,737 15,231 620 2.83 44,694 152,257 – 196,951 4.60 9.00 807 35 1,863 142 – 2,670 394 571 61,387 154,262 394 216,043 2015 Financial assets Non-interest bearing Trade and other receivables Other financial assets Variable interest rate Cash and cash equivalents Fixed interest rate maturity Loan Financial liabilities Non-interest bearing Trade and other payables Other financial liabilities Variable interest rate Bank loans Fixed interest rate maturity Finance lease liability Cumulative non-redeemable preference shares* Weighted Average Effective Rate (%) Less than 1 year ($’000) 1 to 5 years ($’000) More than 5 years ($’000) Total ($’000) 34,743 2,314 – – 53 – – – – 37,057 53 – 17,274 1.40 17,274 7.00 154 52,224 2,283 4,597 – – 2,437 56,821 – 26,480 – – 26,480 620 620 3.75 46,110 148,480 – 194,590 4.60 9.00 940 35 934 142 – 1,874 394 571 74,185 149,556 394 224,135 * Amounts disclosed in more than five years represent principal amounts. There is no expiration term. (g) Credit risk management Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group undertakes credit checks prior to dealing with any new counterparty and obtains sufficient collateral or other security, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group’s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties. The Group measures credit risk on a fair value basis. Trade accounts receivable consist of a large number of customers, spread across diverse industries and geographical locations. Ongoing credit evaluation is performed on the financial condition of accounts receivable and, where appropriate, credit guarantee insurance cover is purchased. Webster Limited – Annual Report 2016 63 Notes to the Financial Statements For the financial year ended 30 June 2016 23 Financial Instruments (continued) The Group does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies. The carrying amount of financial instruments recorded in the financial statements, net of any allowances for losses, represents the Group’s maximum exposure to credit risk without taking account of the value of any collateral obtained. (h) Fair value of financial instruments The Directors consider that the carrying amounts of financial assets and financial liabilities recorded in the financial statements approximate their fair value. The fair values of financial assets and financial liabilities are determined as follows: The fair values of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices. The fair values of other financial assets and financial liabilities are determined in accordance with generally accepted pricing models based on discounted cash flow analysis. The fair values of derivative instruments, included in hedging assets and liabilities, are calculated using quoted prices. Where such prices are not available use is made of discounted cash flow analysis using the applicable yield curve for the duration of the instruments. The following tables detail the fair value of financial assets and financial liabilities. Financial assets Forward foreign exchange contracts Trade and other receivables Financial liabilities Cumulative non-redeemable preference shares Forward foreign exchange contracts Trade and other payables Bank loans Finance lease liabilities Carrying amount 2016 ($’000) Fair value 2016 ($’000) Carrying amount 2015 ($’000) Fair value 2015 ($’000) – – 53 53 26,287 26,287 39,263 39,263 26,287 26,287 39,316 39,316 394 – 394 – 394 620 394 620 15,231 15,231 26,480 26,480 193,887 193,887 194,590 194,590 2,670 2,670 1,750 1,750 212,182 212,182 223,834 223,834 Some of the Group’s financial assets and financial liabilities are measured at fair value at the end of each reporting period. The following table provides an analysis of financial assets and financial liabilities that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable. Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices). Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). 64 Derivative assets Forward contracts Derivative liabilities Forward contracts Derivative assets Forward contracts Derivative liabilities Forward contracts 2016 Level 1 ($’000) Level 2 ($’000) Level 3 ($’000) Total ($’000) – – – – – – – – – – – – – – – – 2015 Level 1 ($’000) Level 2 ($’000) Level 3 ($’000) Total ($’000) – – – – 53 53 (620) (620) – – – – 53 53 (620) (620) (i) Liquidity risk management The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities and by continually monitoring forecasts and actual cash flows and matching the maturity profiles of financial assets and liabilities. The following tables detail the Group’s expected maturity for its non-derivative financial assets and contractual maturity for non-derivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial assets and liabilities based on the earliest date on which the Group earned or is required to pay. The following table details the Group’s liquidity analysis for its derivative financial instruments. The table has been drawn up based on the undiscounted contractual net cash inflows and outflows on derivative instruments that settle on a net basis, and the undiscounted gross inflows and outflows on those derivatives that require gross settlement. Less than 1 month ($’000) 1 to 3 months ($’000) 3 months to 1 year ($’000) 1 to 5 years ($’000) 5+ years ($’000) 30 June 2016 Foreign exchange forward contracts – – – 30 June 2015 Foreign exchange forward contracts (12) (498) (127) – – – – Webster Limited – Annual Report 2016 65 Notes to the Financial Statements For the financial year ended 30 June 2016 23 Financial Instruments (continued) The following tables detail the Group’s expected maturity for its non-derivative financial assets and contractual maturity for non-derivative financial liabilities. Weighted Average Effective Rate (%) Less than 1 year ($’000) 1 to 5 years ($’000) More than 5 years ($’000) Total ($’000) 2016 Financial assets Non-interest bearing Trade and other receivables Other financial assets Variable interest rate Cash and cash equivalents Financial liabilities Non-interest bearing Trade and other payables Other financial liabilities Variable interest rate Bank loans Fixed interest rate maturity Finance lease liabilities Cumulative non-redeemable preference shares* – – 25,535 – 1.40 12,450 37,985 752 – – 752 – – 15,231 620 – – – – – – – – 26,287 – – 12,450 38,737 15,231 620 1.88 48,808 152,428 – 201,236 4.60 9.00 807 35 1,863 – 2,670 142 394 571 65,501 154,433 394 220,328 66 2015 Financial assets Non-interest bearing Trade and other receivables Other financial assets Variable interest rate Cash and cash equivalents Fixed interest rate maturity Loan Financial liabilities Non-interest bearing Trade and other payables Other financial liabilities Variable interest rate Bank loans Fixed interest rate maturity Finance lease liability Cumulative non-redeemable preference shares* Weighted Average Effective Rate (%) Less than 1 year ($’000) 1 to 5 years ($’000) More than 5 years ($’000) Total ($’000) 34,743 2,314 – – 53 – – – – 37,057 53 – 17,274 1.40 17,274 7.00 154 52,224 2,283 4,597 – – 2,437 56,821 – 26,480 – – 26,480 620 620 3.75 46,110 148,480 – 194,590 4.60 9.00 940 35 934 142 – 1,874 394 571 74,185 149,556 394 224,135 * Amounts disclosed in more than five years represent principal amounts. There is no expiration term. Webster Limited – Annual Report 2016 67 Notes to the Financial Statements For the financial year ended 30 June 2016 24 Related Party Disclosures (a) Key management personnel compensation The aggregate compensation of the key management personnel of the consolidated entity and the Company is set out below: Short-term employee benefits Long-term employee benefits Post-employment benefits Termination benefits 2016 $’000 2015 $’000 1,606 1,373 109 130 556 222 106 15 2,401 1,716 (b) Transactions with key management personnel During the financial year, Directors and their Director-related entities, and executives, purchased goods, which were domestic or trivial in nature, from the Company on the same terms and conditions available to other employees and customers. During the year the Company entered into management agreements with Australian Food and Fibre Limited (pursuant to the purchase of the Kooba Aggregation, Bengerang Limited and Tandou Limited) a Company in which Mr David Robinson and Mr Joe Robinson are associates. The current management agreement is for a two-year term expiring 30 June 2017 with an annual fee of $550,000 plus bonus incentives based on performance to a maximum potential of $500,000. A further agreement for administrative services was entered into during the year for the provision of financial services totalling $295,000 per annum. The administrative services agreement will cease in October 2016. Australian Food and Fibre Limited also incurred expenses on behalf of the Company and was reimbursed at cost for those expenses amounting to $308,940. The Company entered into an agreement with Corrigan Air, a company in which Mr Christopher Corrigan and Mr Joseph Corrigan are associates. The current agreement is for the provision of the use of light aircraft to transport management to its properties. The arrangement is charged at cost which amounted to $238,691 for the financial year ended 30 June 2016. Other than the above, and contracts of employment, no other key management personnel have entered into a contract with the Company during the financial year. (c) Equity interests in related parties Details of percentages of ordinary shares held in controlled entities are disclosed in note 19 to the financial statements. (d) Parent entity The parent entity in the consolidated entity is Webster Limited. The ultimate Australian parent entity is Webster Limited. There are no contingent liabilities. 68 25 Parent Entity Disclosures (a) Financial Position Assets Current assets Non-current assets Total assets Liabilities Current liabilities Non-current liabilities Total liabilities Equity Issued capital Reserves Retained earnings Total equity (b) Financial performance Profit for the period Other comprehensive income Total comprehensive income 2016 $’000 2015 $’000 106,561 63,005 545,032 546,715 651,593 609,720 62,259 31,350 172,478 112,693 234,737 144,043 462,844 459,468 371 (58) (44,219) 6,267 418,997 465,677 (80,277) 5,153 – (612) (80,277) 4,541 Webster Limited – Annual Report 2016 69 Notes to the Financial Statements For the financial year ended 30 June 2016 26 Business Combinations (a) Subsidiaries acquired Principal activity Kooba Ag Bengerang Limited Tandou Limited Agriculture Agriculture Agriculture Date acquired 17/12/14 29/05/15 29/05/15 Proportion of shares acquired % Consideration transferred $’000 – 100.00 96.54 123,269 206,188 161,956 Kooba Ag, Bengerang Limited and Tandou Limited were acquired to continue the expansion of the Group’s activities in agriculture. 27 Subsequent Events In July 2016, the Company sold a parcel of its Permanent Water Rights for proceeds of $21.0 million. The sale of the Permanent Water Rights will result in a Profit on Disposal of $5.6 million. The Directors are not aware of any other matter or circumstance that has arisen, other than that which has been described above, that has significantly affected or may significantly affect the operations of the consolidated Group, the results of those operations or the state of affairs of the consolidated Group in subsequent financial years. 70 ASX Additional Information For the financial year ended 30 June 2016 Additional information required by the Australian Securities Exchange Limited and not shown elsewhere in this report is as follows. The information is current as at 31 August 2016. Number and distribution of shareholders 1 – 1,000 1,001 – 5,000 5,001 –10,000 10,001 – 100,000 100,001 and over Total number of shareholders Total number of issued shares listed Number of shareholders holding less than a marketable parcel Ordinary Cumulative Preference 628 1,493 791 1,216 156 4,284 169 15 4 10 0 198 350,745,163 394,000 216 133 Voting Rights Articles 63 to 70 of the Company’s Constitution govern the voting rights of members. In summary, but without prejudice to the provisions of the Constitution, at any meeting of the Company every member present in person or by proxy or by attorney or by duly authorised representative shall on a show of hands be entitled to vote and, on a poll, be entitled to one vote for each share held. Preference shareholders’ voting rights are limited to matters affecting the rights of such shareholders. Substantial shareholders Australian Food and Fibre Limited and associates Christopher Darcy Corrigan and Belfort Investments Limited Verolot Limited Mr Peter Joy Bevan David Cushing as trustee of the KD Cushing Family Trust Number of Shares % Class of Shares 52,566,913 45,132,434 32,215,862 21,272,722 20,244,413 14.99 12.87 9.18 6.07 5.77 Ordinary Ordinary Ordinary Ordinary Ordinary Webster Limited – Annual Report 2016 71 ASX Additional Information For the financial year ended 30 June 2016 Twenty largest shareholders Number of Shares % Listed Ordinary Shares Australian Food and Fibre Limited Verolot Limited National Nominees Limited Bell Potter Nominees Mr Peter Robin Joy Belfort Investment Advisors Limited Eagle Securities Limited Sir Selwyn John Cushing and Mr Bevan David CushingHSBC Custody Nominees (Australia) Limited Sandhurst Trustees Ltd REL-Trust Management Limited The Tasmania Gifts Company Pty Ltd Mr Andrew Roy Newberry Sisson Rathvale Pty Ltd Citicorp Nominees Pty Limited Ashfield Farm Limited JP Morgan Nominees Australia Limited Custodial Services Limited Mr Zhiwei Lin Tertius Pty Limited 52,566,913 32,215,862 28,734,144 24,501,656 21,940,116 21,272,722 17,536,727 11,431,136 8,741,062 6,479,610 5,559,529 5,133,699 4,587,900 4,286,936 3,937,880 3,253,748 3,233,463 2,716,660 2,339,925 1,996,819 14.99 9.18 8.19 6.99 6.26 6.07 5.00 3.26 2.49 1.85 1.59 1.46 1.31 1.22 1.12 0.93 0.92 0.77 0.67 0.57 Twenty largest shareholders Number of Shares % Listed 9% Cumulative Preference Shares Mr David Calvert and Mrs Lorne Calvert Winpar Holdings Limited Mr Brian David Faulkner and Mrs Wendy Jean Faulkner Mr Brian David Faulkner Mr Leonard Wallace Boyd Meggsies Pty Ltd Mrs Frances Lorne Calvert Mrs June Lorimer Tutty Common Sense Investments Pty Ltd Lesley Patricia Colman Wilcorp No 41 Pty Ltd Dr Gordon Bradley Elkington Mary Graham Neild Mr David John Doberer Kyleast Pty Ltd Ladon Pty Ltd Mrs Gwendoline Shelton Seven Bob Investments Pty Ltd Dr David Megirian Luaz Pty Ltd 72 73,155 55,278 50,000 35,019 15,556 14,334 14,156 14,062 12,081 11,800 7,800 7,340 6,800 5,800 5,000 4,822 4,062 3,500 2,666 2,664 18.57 14.03 12.69 8.89 3.95 3.64 3.59 3.57 3.07 2.99 1.98 1.86 1.73 1.47 1.27 1.22 1.03 0.89 0.68 0.68 Board of Directors Chris Corrigan, Executive Chairman Rod Roberts, Non-Executive Director David Cushing, Non-Executive Director Chris Langdon, Non-Executive Director John Joseph Robinson, Non-Executive Director Joseph Corrigan, Alternate for Chris Corrigan Company Secretary Maurice Felizzi corporate@websterltd.com.au Registered Office 148 Colinroobie Road Leeton NSW Australia 2705 ACN 009 476 000 T 61 2 6951 3000 F 61 2 6951 3001 ww w.websterltd.com.au corporate@websterltd.com.au Share Registry Computershare Investor Services Pty Ltd 152 Johnston Street Abbotsford VIC Australia 3067 Investor enquiries within Australia 1300 850 505 Investor enquiries outside Australia T +61 3 9415 4000 ww w.computershare.com web.queries@computershare.com Webster Limited shares are listed on the Australian Securities Exchange (ASX) W e b s t e r A n n u a l R e p o r t 2 0 1 6