2017 ANNUAL REPORT
1
ANNUAL REPORT 2017 This annual report is printed on Maine
recycled silk paper which comprises 60%
recycled paper & FSC®certified pulp.
This paper meets ISO 14001
Environmental Accreditation standards.
Waterco Limited is pursuing reduction
of its carbon footprint and embraces the
new technologies which make recycled
paper available.
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WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities Contents
04
Company Profile
06
Group Consolidated Financial Highlights
07
Chief Executive Officer’s Review of Operations
12
Board of Directors
14
Statement of Corporate Governance Practices
22
Directors’ Report
31
Auditor’s Independence Declaration
33
Consolidated Financial Report
82
Shareholder Information
83
Corporate Directory
3
ANNUAL REPORT 2017 Company Profile
Waterco is involved in the manufacture and distribution of:
• Pool and spa equipment
• Pool and spa chemicals
• Domestic water filters, softeners and purifiers
• Commercial water treatment equipment
Waterco exports its products to over 40 countries via its offices in Australia, New Zealand, China, Malaysia, Singapore,
Indonesia, United Kingdom, France,Canada and America.
Distributor to Manufacturer
Waterco commenced business in 1981 as a distributor of PVC pipes for swimming pools and spas. Since then,
through a series of acquisitions as well as internal growth, the company has expanded into the manufacture and
distribution of a comprehensive range of swimming pool and spa products and water treatment equipment.
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities
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WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities
Manufacturing Power House
Waterco’s research & development team has created an innovative range of award winning products. Waterco
delivers high quality products at exceptional value with its efficient manufacturing procedures, advanced fibreglass
winding and pioneering plastic moulding.
Swimart is Australia’s premium pool and spa specialist group. With over
30 years’ experience and over 70 outlets across Australia and New
Zealand, the vast majority of Swimart stores are owned and operated by
independent franchisees. Swimart provides reliable service by highly-trained
and experienced technicians, employing a fleet of over 250 reliable mobile
service vans.
Zane Solar Systems consists of a 27-strong dealer network throughout
Australia. These highly skilled and trained professionals install solar, heat pump
and gas pool heating systems for both domestic and commercial applications
using Zane’s Gulfstream and solar absorber, Electroheat pool heat pumps
and Turbotemp gas pool heaters.
In certain regions of Malaysia, residents experience water discolouration
caused by rust from unlined galvanised pipes. To service this market Waterco
has set up a dealer network of 17 Watershoppes selling Waterco’s range of
water filters and drinking water purifiers.
5
ANNUAL REPORT 2017 Group Consolidated Financial Highlights
Financial Year Ended
2017
$
2016
$
2015
$
2014
$
2013
$
Operating revenue ($ million)
85.21
83.97
88.17
77.97
68.80
Sales revenue ($ million)
82.51
81.72
80.89
77.12
68.21
Earnings Before Interest and
Tax (EBIT) ($ million)
6.21
5.01
4.56
3.43
4.62
EBIT / Sales Revenue
7.5%
6.1%
5.6%
4.4%
6.7%
Profit before income tax
($ million)
5.33
3.82
3.05
1.93
3.19
Net profit after tax ($ million)
3.71
2.85
1.55
0.97
1.72
Total assets ($ million)
100.78
92.39
97.28
92.98
85.75
Equity ($ million)
64.38
59.31
56.05
50.60
46.05
Basic Earnings per share
9.7 cents
7.6 cents
4.1 cents
2.6 cents
4.9 cents
Dividends per share (Interim and Final)
5.0 cents
5.0 cents
5.0 cents
6.0 cents
7.0 cents
Net Tangible Assets per share
$1.71
$1.57
$1.54
$1.41
$1.33
Year-end share price
$1.70
$1.28
$1.00
$1.15
$1.00
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities
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WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities Chief Executive Officer’s Review of Operations
SOON SINN GOH
Chairman/CEO
REVENUE AND PROFITABILITY
The Group is pleased to report a Net Profit After Tax (NPAT) of $3.71
million, registering an increase of 30% on the previous corresponding
period (PCP). Earnings Before Interest and Tax (EBIT) for the year
increased by 24% to $6.21 million from $5.01 million.
Activities in the Australian and New Zealand Division account for a
major portion of the Group’s profitability and sales. The EBIT of this
Division came in significantly higher that of the PCP. Pleasingly, this
Division registered a growth in sales. Coupled with better margins, as
a result of a stronger AUD reducing cost of goods sold, this provided
the impetus for the strong performance.
The North America and Europe Division continues to undergo
restructuring. EBIT losses increased by 16%.
DIVISIONAL EBIT PERFORMANCE
The breakdown of EBIT contribution by division is as follows:
FY17
($000)
FY16
($000)
% Change
Australia and New Zealand
4,532
3,436
+ 32%
North America and Europe
(1,000)
(861)
– 16%
Asia
2,681
Consolidated Reported EBIT
6,213
2,433
5,008
+ 10%
+ 24%
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ANNUAL REPORT 2017 AUSTRALIA AND NEW ZEALAND (ANZ)
The Australia and New Zealand Division derives
its revenue
predominantly from the domestic swimming pool industry. Apart from
selling a wide range of products, including chemicals for swimming
pool water treatment, Waterco is also the franchisor of the Swimart
chain of pool stores. Through more than three decades of experience,
Waterco has acquired an extremely good understanding of the factors
that drive consumer demand in the after-market. The franchise
programme has been developed and improved on in-house since
1984, with the opening of a company-owned pool shop in Sydney.
This shop was subsequently franchised and developed into the
Swimart Pool and Spa franchising retail system. This solid foundation
has enabled this Division to maintain an acceptable level of profitability
through the challenging times in the last few years, during which the
industry underwent consolidation and transformation.
Steady market share in the domestic pool sector has underpinned
the Division’s performance. The Division’s introduction of a range of
energy and water saving swimming pool products generated sales
growth, affirming Waterco’s expectation of the market’s appetite for
environmentally friendly products, such as Waterco’s water saving
Multicyclone centrifugal filters, Hydrostorm energy saving variable
speed pumps and Glass Pearls filter media for improved filtration
performance and reduced pool water usage. This was instrumental in
enabling the company to retain market share.
NORTH AMERICA AND EUROPE
Waterco North America and Europe comprises the Group’s operations
in the USA, Canada, UK and France.
Waterco USA (WUSA) The US market is the largest in the world
and Waterco USA had enhanced its presence there through a
substantial investment in its acquisition of Baker Hydro in March 2005.
Our operations in Augusta, Georgia manufacture larger filters and
assemble commercial pumps.
Sale of commercial and industrial filters underpinned Sales revenue
in WUSA. This sector is expected to provide growth for the Entity in
future years.
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Swimart’s successful business model continues
to provide the company and its franchisees
with consistent and sustainable growth. This
has resulted in a first class business and long-
term franchisee relationships; indeed, many
franchisees have been with Swimart in excess
of 20 years.
One of the attractions of the Swimart franchise
is its low fees. As Waterco is a supplier to the
franchisee, we are able to keep franchise fees
low and franchisee profits robust.
factor attracting new
Another
franchisees
to the Waterco group is the variety of work
opportunities and income streams. These range
from retail sales through stores, in-home pool
servicing, to light commercial pool servicing.
Waterco's EnviroPro Eco range consists of
a select number of Waterco’s high quality,
energy efficient and award-winning water
saving products. This popular range includes:
Hydrostorm
pumps, BriteStream
Multicoloured LED lights, Trident robotic pool
cleaners, MultiCyclone pre-filters, MultiCyclone
Ultra, Opal XL cartridge filters, Micron ECO
granular filters, Glass beads, Zane Solar
Gulfpanel and Electroheat heat pumps.
ECOV
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities Changes continue to be made to improve the performance of this
Entity. This culminated in the appointment of a new CEO late into the
financial year. The Entity is confident that the changes will improve its
position in the sale of residential pool products.
Waterco Canada (WCI) This Entity was the Group’s original centre
for the manufacture of heat pumps. Its expertise, developed over
more than two decades, with assistance from our Research and
Development division in Sydney, has improved performance of our
products in both quality and cost. This continues to benefit the Group
and enables other manufacturing entities in the Group to produce heat
pumps of quality. WCI is now a trading entity with heat pumps as
their key product, having transferred the manufacturing operations to
Malaysia.
WCI has re-organised its Operations and substantially trimmed back
its Overheads. This year’s performance was affected by increased
Warranty expenses. However, with the restructure of the Warranty
operations and a new team in place, this Entity is expected to show
improvement in the following financial year.
Waterco Europe (WEL), combining an entity set up in 1999 and
the business acquired from Lacron Ltd in 2003, enjoys a continuous
and successful history of almost 40 years in the manufacture of
fibreglass filters. The renowned “Lacron” name is synonymous with
quality filters and coupled with progressive manufacturing techniques
– which were introduced after the acquisition – it has enabled WEL to
bring to the market filters of quality at acceptable prices. As a result,
both the Lacron and the Waterco brands are now well-recognised
as quality products in Europe. This recognition continues, even after
the manufacturing operations were transferred to Malaysia and China,
because the same high standards have been maintained.
Saltdean Lido (Brighton, UK)
A historic community swimming pool is brought
into the 21st century with Waterco's world-class
commercial filtration technologies, inluding: five
SMD1800 Micron commercial sand filters and
four 7Hp BH5000 Cast Iron Pumps for the main
pool, and one SMD1800 Micron commercial
sand filter and two Hydrostar 6HP pumps for
the children's splash pool.
Established in 1971, Lacron Ltd. is Britain’s
largest and most progressive manufacturer
of pressure sand filters. Approximately 80%
of Lacron’s entire production is exported to
established companies in over 40 countries.
Renowned for its superior British engineering
excellence, Lacron’s reputation for quality and
durability is unequalled throughout Europe and
across the world.
Internationally, Lacron Commercial Fibreglass
Filters are the preferred choice for more intense
commercial installations such as large-scale
spas and heavy-use pools.
Despite continuing uncertainty in the economy, WEL has grown its
market share in Europe and increased sales revenue and profits. This
is due, in part, to the Entity’s consolidation of its operations during the
difficult years. Notably, there was an increased level of commercial
filter sales into the Netherlands and Germany. These filters were
of high pressure ratings developed mainly for water treatment, in
particular, as pre-filtration for seawater desalination. The Group’s
ability to manufacture filters of such pressure ratings from composites
provides an opportunity to enhance our presence into a market that
has traditionally used steel to withstand such pressures.
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ANNUAL REPORT 2017 ASIA
Waterco Far East in Malaysia (WFE) was borne out of Waterco’s
familiarity with the Southeast Asian market. WFE was initially a sales
operation designed to service Waterco Australia’s Southeast Asian
customer base. In 1991 WFE added manufacturing operations to our
undertakings in Kuala Lumpur, Malaysia. As well as bringing the Group
closer to our markets in Southeast Asia, this also gave cost-efficiency
in our manufacturing operations. Since then, WFE has become the
principal manufacturing facility for pumps and filters for the Waterco
Group. WFE continues to deliver new products to give the Group an
edge in our marketing activities.
WFE has achieved ISO9001:2008 certification, the internationally
recognised standard for the quality management of businesses,
and demonstrates the existence of an effective and well-designed
quality management system, which stands up to the rigours of an
independent external audit. A key criterion of this standard is that the
management system can provide confidence in creating products that
meet expectations and requirements.
Local sales in Malaysia were steady, in spite of weaker economic
conditions. Increased volume with the addition of the heat pumps
production line has improved overall efficiency, resulting in a higher
profit in this entity.
Waterco China This entity commenced operations in 2000, delivering
advantages of low operational costs and a foothold into the huge China
market. The manufacturing of filters primarily for the European and the
Australian markets has been relocated to Malaysia, leaving this entity
to focus on development of commercial heat pumps and to improve
marketing of pool equipment to the commercial pool market in China.
This Entity performed below expectation during the year, following
continuation of a slow-down in the housing market in China.
Waterco’s Far East manufacturing plant spans
more than 22,500 square metres, employs 300
people, and provides for global manufacturing,
design and product development, and R&D
operations conveniently and cost-effectively
under one roof.
Current ISO 9001:2008 Quality Management
Systems certification ensures that Waterco’s
international
facilities meet
manufacturing
benchmarks,
provides
and
products that “meet customer and applicable
statutory and regulatory requirements”. The
plant also includes a chemical blending and
packing facility, and laboratory.
consistently
Waterco’s heat pump assembly line not only
conforms to ISO 9001:2008 requirements and
global regulatory standards but is now equipped
with heat pump lab testing capability.
Waterco International in Singapore (WI) focuses on sales in
Asian countries, other than Malaysia and China, where we have our
own trading entities. WI also provides technical assistance to our
Indonesian entity and has been able to contribute to the growth of the
latter. Performance during the year was steady.
Waterco’s Micron fibreglass filters are made from
continuous strands of high quality fibreglass
tension
filament wound under controlled
impervious vessel.
to create a seamless,
Waterco’s
technology
revolutionary winding
further strengthens the fibreglass structure so it
can withstand a working pressure of up to 1,000
kPa (150psi).
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WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities PRODUCT DEVELOPMENT AND WATER TREATMENT
The Group continues to invest in Research and Development in order
to be at the forefront of the industry. The number of patents that the
Group has secured or are in the process of applying for continues to
increase.
Product innovation and research and development in the water-
treatment subsector are considered to be critical to Waterco staying
at the forefront of the industry. Waterco considers water-treatment
products and systems to be a key revenue driver for the Group.
As such, ensuring that our products and systems are appropriately
protected is of value and importance.
The array of technological advances and patents will improve
Waterco’s position in the servicing of swimming pool markets globally
and are expected to improve the appeal of the Swimart franchise.
DIVIDEND AND OUTLOOK
The results, with improvement of the NPAT figure, is above
expectation, with interest expense savings and normalisation of tax
as key contributing factors. This is especially pleasing, as losses in
entities in the North America and Europe Division are not tax-effected,
accentuating their impact.
The Board will provide a profit guidance at a later stage for the financial
year ending 30 June 2018, as more information becomes available
during the year.
Waterco declares a final dividend payment of 3 cents per share,
payable to shareholders on 14 December 2017. With an interim
dividend of 2 cents declared after the announcement of the Half-Year
results, this dividend of 3 cents brings the total dividend for the year
to 5 cents, a satisfactory outcome in an environment of challenging
global economic conditions.
Waterco's solutions for the South Korean
Aquaculture market
Essential
to Wonjin Fisherie's aquaculture
business is the company's ability to maintain
superior water quality and control the challenging
aquaculture environment.
The filtration system
included Waterco's
MultiCyclone 70XL and MultiCyclone 16 pre-
filtration device, Micron MD6500 2.5 bar filter,
and four units of Hydrostar MK3 three-phase
commercial pumps.
Australian invention helps feed Malaysia’s
masses. Waterco’s Hydroxypure boosting
the farming and hydroponic sectors.
Waterco's Hydroxypure chlorine free system,
using
food grade hydrogen peroxide was
installed at the Cameron Highlands’ hydroponic
lettuce farm in Malaysia improving hydroponic
water quality and efficiency.
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ANNUAL REPORT 2017 Board of Directors
SOON SINN GOH - B COM FCPA
Chairman/CEO
Mr. Goh is the founder of Waterco Limited. He has been a member of the Board since
the Company’s incorporation in February 1981. Prior to the inception of Waterco, he
was the Managing Director of a company specialising in the construction of water
and sewage treatment facilities. His extensive experience in the water treatment
industry is instrumental to the success of Waterco.
He held no other listed company directorships during the past three financial years.
BRYAN GOH - B ECON
Group Marketing Director
Mr. Goh was appointed to the Board in June 2010.
As the Group Marketing Director, Mr. Goh has overall responsibility for business and
product development in Australia and oversees the marketing activities of Waterco’s
overseas subsidiaries.
Mr. Goh was on the board of directors of The Swimming Pool & Spa Association
of New South Wales Ltd (from February 2005 to February 2009), a non-profit
organisation dedicated to maintaining and improving standards within the industry
for the betterment of consumers, pool builders and suppliers.
He held no other listed company directorships during the past three financial years.
GARRY NORMAN - B COM CA
Non-Executive Director
Mr. Norman was appointed to the Board as a Non-Executive Director in October
1993.
He has been in public practice as a Chartered Accountant since 1990, having
been previously employed by Duesburys Chartered Accountants (now Deloitte) for
fourteen years before leaving to establish his own Chartered Accounting firm - G R
Norman & Co.
He has an extensive background in accounting and taxation matters, having been
involved with a wide range of clients in both city and suburban practices – previously
in his role as a manager of the Business Services Division of Duesburys and currently
in his role as principal of a suburban practice.
Mr. Norman is the Chairman of the Audit Committee and a member of the
Remuneration Committee.
He held no other listed company directorships during the past three financial years.
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WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities BEN HUNT - PHD (ANU)
Non-Executive Director
Dr. Hunt was appointed to the Board as a Non-Executive Director in June 1998. He
has held academic appointments as the Head of the Graduate School of Business,
Associate Dean of the Faculty of Business and Associate Professor of Finance at the
University of Technology, Sydney (UTS).
He has a doctorate from the Australian National University. Although Dr Hunt has
written extensively on Australian financial markets (he is the co-author of the text
Australian Institutions and Markets, 7th Ed.), his knowledge extends to the South
East Asian region. He is a regular presenter of financial seminars in Hong Kong and
Singapore for the UK publishing and training company Euromoney.
Dr Hunt is the Chairman of the Remuneration Committee and a member of the Audit
Committee.
He held no other listed company directorships during the past three financial years.
RICHARD CHENG FAH LING - B COM CA
Non-Executive Director
Mr. Ling was appointed to the Board as a Non-Executive Director in May 2009. He
holds a Bachelor of Commerce degree from the University of Newcastle, Australia. He
is a member of the Institute of Chartered Accountants in Australia and the Malaysian
Institute of Accountants. He has experience in total logistics and corporate finance
in capital markets. Mr. Ling is currently a Non-Executive Director of Tiong Nam
Logistics Holdings Berhad, a public company listed on Bursa Malaysia (Malaysian
Stock Exchange). He is a member of the Remuneration and Nomination Committee
and Chairman of the Audit Committee of Tiong Nam Logistics Holdings Berhad.
Mr. Ling is a member of the Audit Committee and the Remuneration Committee of
Waterco Limited.
He held no other listed company directorships during the past three financial years.
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ANNUAL REPORT 2017 Statement of Corporate Governance Practices
This statement explains how Waterco Limited ACN 002 070 733 (Waterco or Company) has complied with the ASX
Corporate Governance Council’s Corporate Governance Principles and Recommendations – 3rd Edition, published
27 March 2014 (ASX Recommendations), during the financial year ended 30 June 2017 (Reporting Period).
All Waterco charter, codes and policy documents referred to in this statement are available in the Corporate
Governance section of the Company’s website, www.waterco.com.
This statement has been adopted by the Board as current as of 23 August 2017.
Principle 1: Lay solid foundations for management and oversight
RECOMMENDATION
WATERCO’S COMPLIANCE WITH ASX RECOMMENDATIONS
1.1
Role of Board and
management
The Board Charter sets out the roles and responsibilities of the Board. The Board
is ultimately responsible for the growth, strategic direction and success of the
Company and has set out specific matters reserved for its decision and matters
delegated to the management.
1.2
Information
regarding election
and re-election of
director candidates
The Company has in place a policy for nomination and appointment of directors.
Before appointing a director, the Company will undertake appropriate checks on a
candidate for directorship and will provide all material information in its possession
to its shareholders to make a decision on whether or not to elect or re-elect a
director.
When considering the re-election of an incumbent director or election of a new
director, the Board takes into account the following:
• business experience, particularly in respect of the industries in which the
company operates;
• standing in the community;
• educational qualifications;
• checks against the person’s character, criminal record and bankruptcy history;
• availability and other directorships;
• the possession of particular skills such as finance, marketing or risk
management;
• whether the appointment or re-appointment will contribute positively to the
skill set and diversity of the Board as a whole; and
• gender diversity policy of the Company.
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WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities 1.3 Written appointment
In addition to being set out in the Board Charter, the letters of appointment
executed with all directors describe the key duties and responsibilities of each
member of Board, and further include the terms of appointment, remuneration,
time commitment envisaged, expectations regarding committee work, the
requirement to disclose directors’ interests and confidentiality obligations.
Mr Soon Sinn Goh has an employment agreement with the Company as the Group
Chief Executive Officer. As Mr Goh spends a majority of his time developing and
enhancing manufacturing capabilities in Malaysia and sales in various entitles other
than Australia and New Zealand, he also has a letter of employment with Waterco
(Far East) Sdn Bhd setting out his role in Malaysia and a letter of employment with
Waterco International Pte Ltd for his role in Singapore.
Key management personnel have written employment agreements setting out a
description of key duties and responsibilities, reporting lines, remuneration and
termination rights.
1.4
Company Secretary
The Company Secretary is appointed by and accountable to the Board and has
particular responsibility for:
1.5 Diversity
• advising the board and its committees on governance matters;
• monitoring whether board and committee policy and procedure are being
followed;
• coordinating timely completion of board and committee papers;
• ensuring that business conducted at board and committee meetings are
accurately recorded in the minutes; and
• helping to organise the induction and professional development of directors.
The Board Charter explicitly reflect this delegation by the Board to the Company
Secretary.
The Board recognises diversity and equity as strengths and adopted a Diversity
& Equity Policy for the Company which includes an express requirement for the
Board to set measurable objectives for achieving gender diversity.
The Diversity & Equity Policy is available in the Corporate Governance section of
the Company’s website, www.waterco.com. In accordance with the Diversity &
Equity Policy, the Board set objectives for achieving gender diversity across its
organisation. The objectives for the Reporting Period were:
Women on the Board
Women in senior executive positions
Women employees in the company
Measurable
objective
Achievement
%
0%
15%
25%
%
0%
20%
29%
The Board assessed the progress towards these objectives during the Reporting
Period by reviewing the relative proportion or women and men in the Company’s
workforce at all levels. At the end of the Reporting Period women represented
29% of the overall workforce. Women made up 20% of senior executives (defined
by the company as the Key Management Personnel). At the Board level, there
were no female directors. However gender diversity will be considered at any time
of Board renewal or additions.
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ANNUAL REPORT 2017 1.6
Board reviews
The Board is committed to an ongoing internal process of performance evaluation
of the Board, its committees and individual directors to ensure the diligent and
effective discharge of responsibilities and a consistent mind set in improving
corporate governance practices. The Board has undertaken an evaluation on
the performance of the Board, its committees and individual directors for the
Reporting Period.
1.7 Management
reviews
The Company is committed to an ongoing internal process of performance
evaluation of key management personnel to ensure the diligent and effective
discharge of their responsibilities The CEO has undertaken a performance
evaluation review of key management personnel for the Reporting Period.
Principle 2: Structure the Board to add value
RECOMMENDATION
WATERCO’S COMPLIANCE WITH ASX RECOMMENDATIONS
2.1
Nominations
committee
The Company has not established a nomination committee. The ASX
Recommendations acknowledge that such committees may not be required for
smaller boards. The Board is of the opinion that it is appropriate for a company
the size of Waterco for matters that come under the purview of a nomination
committee to be undertaken by the Board through the Remuneration Committee.
Furthermore, the Board has established processes in place to raise and address
issues that would otherwise be considered by a nomination committee.
The Board comprises an executive Chairman who is also the Chief Executive
Officer (CEO), an executive director and three Non-Executive directors. The Board
views each of the three Non-Executive directors as being independent.
The Board’s membership is reviewed periodically to ensure that it maintains an
appropriate mix of skills, qualifications and experience. In particular the Board
has identified skills and experience in corporate finance, international trade and
international business environment, marketing and accounting and technical and
industry knowledge in the water treatment and pool industries to be important.
Although currently all male, the Board composition represents diversity in age,
ethnicity and background.
At each Annual General Meeting (AGM), one third of the directors (excluding the
CEO) and any director appointed to fill a casual vacancy since the previous AGM
must retire but may stand for re-election.
The Company achieved its preferred Board composition of at least five directors
during the Reporting Period, with a majority of Non-Executive (and, where
possible, independent) directors.
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WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities
2.2 Board skills matrix
Below is the matrix of skills and attributes that Waterco is aiming to achieve across
its Board membership. This matrix was adopted by the Board on 23 June 2015.
The Board is conscious of the need to improve in some areas, such as legal and
engineering experience and female representation, and is considering addressing
these shortcomings by attracting new candidates.
General
Governance
Executive and non-executive
Leadership
Strategic thinking
Industry experience
Governance committee experience
Risk management
Ethical and fiduciary duties
Environment and sustainability
Technical
Diversity
Legal
Financial
Engineering
Human resources
Female
Male
Different ethnicities and cultures
Languages other than English
2.3 Disclose
The names of the independent directors in office during the Reporting Period are:
independence and
length of service
• Garry Norman;
• Ben Hunt; and
• Richard Ling.
The Company’s assessment of the materiality of a director’s interest is considered
on a case by case basis by the Board. Where an entity associated with a Director
provides services to the Company, the Board uses a threshold of $100,000 in fees
in a financial year as a guideline. However the Board does not follow an inflexible
set of criteria but considers whether the relationship in question is reasonably
likely to interfere with that Director’s independent judgement. Further details of
the directors’ skills, experience, expertise and lengths of service are set out in the
Board of Directors' section of the Company’s Annual Report.
2.4 Majority of directors
independent
A majority of the Board - Garry Norman, Ben Hunt and Richard Ling are
independent directors, taking into account the factors relevant to "independence"
under the ASX guidelines.
2.5
Independent chair
The roles of Chairperson and CEO are both held by Mr Soon Sinn Goh. The Board
believes that Mr Goh brings a vital level of industry experience to the operations of the
Company. Also, as the major shareholder of the Company, Mr Goh’s commitment
to the success of the Company is unquestionable. Therefore, it is the Board’s
opinion that it is appropriate in the Company’s circumstances that the two roles be
combined. With the majority of the Board’s Directors being independent, and with
Independent Directors chairing the Audit and the Remuneration Committees, the
Board is also of the opinion that it is not necessary that the office of Chairperson
be held by an Independent Director.
2.6
Induction and
professional
development
All new directors undergo an induction to familiarise them with the business of
the Company, the Company’s internal control and risk management practices
and policies and procedures. The Company also seeks to provide appropriate
professional development opportunities for directors to develop and maintain the
skills and knowledge needed to perform their role as directors effectively.
17
ANNUAL REPORT 2017 Principle 3: Act ethically and responsibly
RECOMMENDATION
WATERCO’S COMPLIANCE WITH ASX RECOMMENDATIONS
3.1 Code of conduct
The board has established a Code of Conduct for directors, key management
personnel and employees.
Principle 4: Safeguard integrity in corporate reporting
RECOMMENDATION
WATERCO’S COMPLIANCE WITH ASX RECOMMENDATIONS
4.1 Audit committee
The Audit Committee operates under the Audit Committee Charter.
The role of the Audit Committee is to assist the Board with its oversight of the
integrity of the financial statements, including overseeing the existence and
maintenance of internal controls, accounting systems, and the financial reporting
process. The Committee also nominates external auditors, reviews existing
audit arrangements and co-ordinates external and internal auditing functions. In
addition, the Audit Committee examines any other matters referred to it by the
Board.
Throughout the Reporting Period the Audit Committee consisted of 3 Independent
Non-Executive directors and was headed by an Independent Chairperson not
holding the position of Chairperson of the Board.
The members of the Audit Committee during the Reporting Period were:
• Garry Norman - Chairman;
• Ben Hunt; and
• Richard Ling.
The number of Audit Committee meetings and details of Committee members’
attendance are included in the Directors’ Report section of the Company’s Annual
Report.
4.2 CEO and CFO
certification of
financial statements
The Board has received a written statement from its CEO and Chief Financial
Officer (CFO) which includes a declaration under section 295A of the Corporations
Act 2001 (Cth) advising that:
• in their opinion the Company’s financial reports have been properly maintained
and have complied with the appropriate accounting standards and give a true
and fair view of the Company’s financial position and performance; and
• their opinion were founded on a system of risk management and internal
compliance and control which implements the policies adopted by the Board,
and that this system is operating efficiently and effectively in all material
respects.
4.3
External auditor at
AGM
The external auditor attends the AGM for the purpose of answering shareholder
questions regarding the conduct of the audit and the preparation and content of
the audit report.
18
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities Principle 5: Make timely and balanced disclosure
RECOMMENDATION
WATERCO’S COMPLIANCE WITH ASX RECOMMENDATIONS
5.1 Disclosure and
Communications
Policy
The Company’s Continuous Disclosure Policy sets out the rules and responsibilities
for Waterco’s officers and employees to ensure compliance with the ASX Listing
Rules and promote factual and timely disclosure of all material matters concerning
the Company.
Principle 6: Respect the rights of security holders
RECOMMENDATION
WATERCO’S COMPLIANCE WITH ASX RECOMMENDATIONS
6.1
Information on
website
Waterco keeps investors informed by publishing information in the Company’s
website.
All disclosures made to the ASX and all information provided to analysts or the
media during briefings are promptly posted on the Company’s website after they
have been released to the ASX.
6.2
Investor relations
programs
The Company’s Shareholder Communication Policy details the mechanisms put
in place to ensure that the rights of shareholders are respected and to facilitate
the effective exercise of those rights.
The Shareholder Communication Policy contains information on persons whom
shareholders can contact in relation to procedures at shareholders meetings,
matters being considered at shareholders meetings and other issues. It also
indicates that the predominant sources for investors to engage with the Company
are at general meetings of the Company.
6.3
Facilitate
participation at
meetings of security
holders
Shareholders who are unable to attend any of the Company’s meetings are
encouraged to vote on the proposed motions by appointing a proxy. Proxy forms
are included with meeting notices that also provides details on how proxy forms
should be completed and submitted.
6.4
Facilitate electronic
communications
The Company recognises the benefits of the use of electronic communications.
Shareholders have the option of selecting to receive the following information
electronically from the share registry: dividend statements; annual reports; notices
of meetings and proxy forms and the ability to vote online; and other general
company communications.
With this in place, shareholders can log into their account to make changes to
their communication preference. The share registry can also be contacted via
email or telephone. Contact details can be found on the Company’s website.
19
ANNUAL REPORT 2017 Principle 7: Recognise and manage risk
RECOMMENDATION
WATERCO’S COMPLIANCE WITH ASX RECOMMENDATIONS
7.1 Risk committee
The Audit Committee reports to the Board on the effectiveness of the risk
management and internal control processes of the Company regularly by way
of Minutes of Meetings to the directors and through other means of formal and
informal reporting.
Further details regarding the Audit Committee, its membership and the number
of meetings held during the Reporting Period are set out in response to
Recommendation 4.1.
7.2
Annual risk review
The Board reviews the risk management framework of the Company periodically
as and when necessary to meet the operational requirements of the Company
and changes in the law through the Audit Committee. The Board has performed
the review for the Reporting Period.
7.3
Internal audit
The Company reviews and continually improves the effectiveness of its risk
management and internal control processes.
Further details regarding audit functions are set out in response to Recommendation
4.1.
7.4
Sustainability risks
The Board considers that the Company is not materially exposed to economic,
environmental and social sustainability risks.
20
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities Principle 8: Remunerate fairly and responsibly
RECOMMENDATION
WATERCO’S COMPLIANCE WITH ASX RECOMMENDATIONS
8.1
Remuneration
committee
The Remuneration Committee is responsible for making recommendations to the
Board on remuneration packages and policies for the executive directors and the
key management personnel. The Remuneration Committee Charter is published
on the Company’s website.
During the Reporting Period, the Remuneration Committee consisted of three
independent Non-Executive directors and was headed by an independent
Chairperson not holding the position of Chairperson of the Board.
The members of the Remuneration Committee during the year were:
• Ben Hunt – Chairman;
• Garry Norman; and
• Richard Ling.
The number of Remuneration Committee meetings and details of Committee
members’ attendance during the Reporting Period are set out in the Directors’
Report section of the Company's Annual Report.
8.2 Disclosure of
Executive and Non-
Executive Director
remuneration policy
Remuneration of the Company’s non-executive directors operates on different
principles to the remuneration of executive directors. Non-executive directors
receive fixed fees, and are not entitled to any retirement benefits other than
statutory superannuation.
The Remuneration Report at the Directors’ Report section of the Annual Report
sets out:
• information about the Remuneration Policy developed by the Remuneration
Committee and adopted by the Board; and
• details of remuneration of the directors (executive and non-executive) and key
management personnel.
8.3
Policy on hedging
equity incentive
schemes
The Company did not offer an equity-based remuneration scheme during the
Reporting Period.
21
ANNUAL REPORT 2017 Directors' Report
Your directors present their report on the Company and its controlled entities for the financial year ended 30 June
2017.
Directors
The names of directors in office during and since the end of the financial year are:
• Soon Sinn Goh
• Bryan Goh
• Garry Norman
• Ben Hunt
• Richard Ling
All directors have been in office since the start of the financial year.
For details of the directors’ qualifications and experience, refer to the section titled “Board of Directors” which is to
be read as part of this report.
Company Secretaries
The following persons held the position of Joint Company Secretary throughout the financial year:
• Bee Hong Leo
Mrs Leo was appointed Company Secretary on 3 March 1983. She has been employed by Waterco since March
1981 performing management roles in the administration and legal divisions.
• Gerard Doumit FCPA JP
Mr Doumit was appointed Joint Company Secretary on 22 July 1991. He has been employed by Waterco since
January 1987 as an Accountant and is currently Chief Accountant and Joint Company Secretary.
Principal Activities
The principal activities of the consolidated Group during the financial year were:
• wholesale, export and manufacture of equipment and accessories in the swimming pool, spa pool, spa bath, rural
pump and water treatment industries;
• manufacture and sale of solar heating systems for swimming pools and pre-heat industrial solar systems;
• franchise of retail outlets for swimming pool equipment and accessories; and
• formulating, packing and distribution of swimming pool chemicals to independent pool stores and stores in its
Swimart franchise network.
There were no significant changes in the nature of the consolidated Group’s principal activities during the financial
year.
Consolidated Results
The consolidated profit of the Group after providing for income tax and eliminating non controlling interests amounted
to $3.635 million.
22
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities Dividends
Dividends paid or declared for payment are as follows:
• Final ordinary dividend of 3 cents per share paid on 15 December 2016 as recommended in last year’s report -
$1.119 million
• Interim dividend of 2 cents per share paid on 15 June 2017 as declared in the half yearly report. - $0.751m
• Final ordinary dividend of 3 cents per share declared by the directors to be paid on 14 December 2017 - $1.122
million.
All dividends paid or declared since the end of the previous financial year were fully franked.
Review of Operations
A review of operations of the consolidated Group during the financial year and of the results of those operations
together with likely developments in the operations of the consolidated Group and the expected results of those
operations are set out in the Chief Executive Officer’s Review of Operations.
Financial Position
The net assets of the consolidated Group have increased by $5.07 million from $59.31 million in June 2016 to $64.38
million in June 2017.
The change has largely resulted from:
• Net increase in the asset revaluation reserve of group companies of $6.29 million
• Upward movement in profits less dividends paid of $1.77 million; and
• Net increase in non-controlling Interests of $0.07 million
and offset by a decrease in:
• the share capital of $0.25 million from the Waterco Dividend Reinvestment Plan of $0.73 million net of the Waterco
Share Buy-back of $0.98 million; and
• foreign currency translation loss of $2.81 million.
The Group’s working capital being current assets less current liabilities decreased from $34.46 million in 2016 to
$31.28 million in 2017.
The directors believe that the Group is in a strong and stable financial position.
Significant Changes in State of Affairs
The directors are not aware of any significant changes in the state of affairs of the consolidated Group that occurred
during the financial year which have not been covered elsewhere in this report.
After Balance Date Events
Since the end of the reporting period, the Board resolved to pay a final dividend of 3 cents per share fully franked.
No other matters or circumstances have arisen since the end of the financial year which 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 future financial years.
23
ANNUAL REPORT 2017 Future Developments, Prospects and Business Strategies
Information as to future developments, prospects and business strategies in the operations of the consolidated
Group are included in the Chief Executive Officer’s Review of Operations. Other possible developments have not
been included in this report as such inclusions would, in the opinion of the directors, prejudice the interests of the
consolidated Group.
Environmental Issues
The consolidated Group’s operations are subject to some environmental regulations, particularly with regard to
the storage of chemicals and waste management. The consolidated Group has adequate systems in place for the
management of its environmental requirements. The directors are not aware of any breaches of the environmental
regulations during the financial year.
Directors’ Shareholdings
Details of the directors’ shareholdings are contained in Note 7 to the Financial Statements.
Meetings of Directors
During the financial year, 15 meetings of directors (including Audit and Remuneration Committees) were held.
Attendances are set out below:
Director
Directors’ Meeting
Audit Committee Meeting
Remuneration
Committee Meeting
Number
Eligible
To Attend
Number
Attended
Number
Eligible
To Attend
Number
Attended
Number
Eligible
To Attend
Number
Attended
Soon Sinn Goh
Bryan Goh
Garry Norman
Ben Hunt
Richard Ling
6
6
6
6
6
6
6
6
6
6
-
-
7
7
7
-
-
7
7
7
-
-
2
2
2
-
-
2
2
2
Indemnifying Officers or Auditor
During and since the financial year, the Company has paid premiums to insure all directors and officers against
liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct
while acting in the capacity as director or officer of the Company, other than conduct involving a willful breach of
duty in relation to the Company. In accordance with common commercial practice, the insurance policy prohibits
disclosure of the nature of the liability insured against 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 any related body corporate against a liability incurred by such an officer or auditor.
24
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities Directors’ Benefits
No director has received or become entitled to receive, during or since the financial year, a benefit arising from a
contract made by the parent entity, or a related body corporate with a director, a firm of which a director is a member
or a director or an entity in which a director has a substantial financial interest other than:
i. Sales made by a controlled entity to Asiapools (M) Sdn Bhd of which Mr Soon Sinn Goh is a director and
shareholder.
ii. Payments made for rental of warehouses and offices to Mint Holdings Pty Ltd of which Mr Soon Sinn Goh is a
director and shareholder.
iii. Management fee charged to Mint Holdings Pt Ltd for administration and secretarial services.
This statement excludes a benefit included in the aggregate amount of emoluments received or due and receivable
by directors and shown in the Company’s accounts or the fixed salary of a full time employee of the parent entity,
controlled entity or related body corporate.
Proceedings on Behalf of Company
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any
proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for
all or any part of those proceedings.
The Company was not a party to any such proceedings during the year.
Non-Audit Services
The Board of Directors, in accordance with advice from the Audit Committee, is satisfied that the provision of non-
audit services during the year is compatible with the general standard of independence for auditors imposed by the
Corporations Act 2001. The directors are satisfied that the services disclosed below did not compromise the external
auditor’s independence for the following reasons:
• all non-audit services are reviewed and approved by the Audit Committee prior to commencement to ensure they
do not adversely affect the integrity and objectivity of the auditor; and
• the nature of the services provided do not compromise the general principles relating to auditor independence in
accordance with APES 110: Code of Ethics for Professional Accountants set by the Accounting Professional and
Ethical Standards Board.
Auditor’s Independence Declaration
The lead auditor’s independence declaration for the year ended 30 June 2017 has been received and is included in
the directors’ report.
ASIC Corporations (rounding in Financial/Directors Reports) Instruments 2016/191
The amounts in the financial reports and directors’ report have been rounded to the nearest thousand dollars in
accordance with ASIC Corporations Instruments 2016/191.
Your directors present their report on the Company and its controlled entities for the financial year ended 30 June
2017.
25
ANNUAL REPORT 2017 Remuneration Report
Introduction
This report provides remuneration policy and payment details applying in the financial year for persons who were
members of Key Management Personnel of the Company.
2017 Remuneration Policy
The Remuneration Committee governs the Company’s Remuneration Policy. The Committee comprises Independent
Non-Executive Directors.
It has the following objectives:
• attract, retain and motivate management of the appropriate calibre to further the success of the business;
• align management reward with shareholder value;
• ensure that total remuneration is reasonable and comparable with market standards;
• ensure that remuneration should realistically reflect the responsibilities of the executives;
• ensure that incentive schemes reward superior company performance and be clearly linked to appropriate
performance benchmarks based on improved company performance; and
• ensure that the remuneration costs are disclosed in accordance with the requirements of law and relevant
accounting standards.
The remuneration structure for Key Management Personnel of the Waterco Group comprises:
• Fixed remuneration. This consists of base salary and the full costs of other benefits; and
• Incentives. The level varies with performance. It consists of an annual incentive plan.
The Remuneration Committee reviews market data and the performance of the Group CEO. The Committee then
recommends the fixed remuneration and annual incentive payment of the Group CEO for approval by the Board.
The Group CEO recommends Key Management Personnel’s fixed remuneration to the Remuneration Committee.
Fixed remuneration for Key Management Personnel is reviewed annually and determined by reference to appropriate
benchmark information of comparable companies, taking into account their responsibility, performance, qualifications,
experience and potential. Adjustments are made only if there is the prospect of fixed remuneration levels falling
behind market levels.
The remuneration of Non-Executive Directors is fixed and does not change according to the performance of the
company. They do not participate in any incentive plans available to managers. Non-Executive Directors are paid
fees based on the nature of their work and their responsibilities. The Company makes superannuation guarantee (SG)
payments, in addition to those fees. The level and structure of fees is based upon the need for the Company to be
able to attract and retain Non-Executive Directors of an appropriate calibre, the demands of the role and prevailing
market conditions.
The maximum aggregate amount of fees that can be paid to Non-Executive Directors is subject to approval by
shareholders at the Annual General Meeting.
There has been an increase of 3% in the Non-Executive Director fees for the 2017/2018 financial year. The total fees
are now at an aggregate of $174,346 plus Superannuation Guarantee Charge.
The Remuneration Committee seeks independent external advice when required.
26
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities Performance–based Remuneration policy, and its relationship with Company performance
There is an annual incentive plan in place for all Key Management Personnel. This is a payment that varies with
performance measured over a twelve-month period.
There have been no changes in performance based remuneration policy compared with the prior reporting period.
Maximum payments are capped.
In the case of the Group CEO, the Remuneration Committee sets the performance requirements; in the case of
other Key Management Personnel, the Group CEO recommends performance requirements for consideration by the
Remuneration Committee.
The annual incentive performance criteria relate to the employee’s responsibilities. If requirements are achieved, there
will be an improvement in shareholder value.
The key performance requirements for an incentive payment are Net Profit After Tax (NPAT).
This provides a clear alignment between the interests of shareholders and the level of reward for eligible employees.
Performance criteria are tabulated below:
Key Management Personnel
with annual incentives
Summary of Performance
Condition FY 17
Why Chosen
Soon Sinn Goh
– Group CEO
Budgeted NPAT for the
Waterco Group.
Key Management Personnel
Budgeted NPAT for the
Waterco Group.
Encourage Group CEO to improve
the performance levels of the Group
as a whole and thereby increase
shareholder wealth.
The performance of other key
management personnel can have a
Group impact, so targets are based
on Group performance.
The satisfaction of the performance conditions of the annual incentive is based on a review of the audited financial
statements of the Group.
If the Group’s performance, as a whole does not reach the relevant target levels, then no annual incentive payments
are made.
The Company’s Key Management Personnel partially achieved their performance targets in the year-ended 30 June
2017. Therefore, they will receive an annual incentive payment for the financial year just ended.
The following table shows the Sales Revenue, Net Profit Before Tax (NPBT), Net Profit After Tax (NPAT), Earnings Per
Share (EPS), dividends and year-end share price in the financial year just ended and the previous four financial years
for the consolidated Group.
Year ended
June 17
June 16
June 15
June 14
June 13
Sales Revenue ($million)
NPBT ($million)
EPS (cents)
Dividends per share paid (cents)
Year end share price ($)
NPAT ($million)
81.72
3.82
7.6
5.0
1.28
2.85
80.89
3.05
4.1
5.0
1.00
1.55
77.12
1.93
2.6
6.0
1.15
0.97
68.21
3.19
4.9
7.0
1.00
1.72
82.51
5.33
9.7
5.0
1.70
3.71
27
ANNUAL REPORT 2017 Employment Details of Key Management Personnel
The following table provides employment details for the financial year for Key Management Personnel. The table also
illustrates the proportion of remuneration that was performance and non-performance based.
Proportions of elements of
remuneration related to
performance
Proportions of
elements of
remuneration not
related to
performance
Position held as at
30 June 2017 and
any change during
the year
Contract details
(duration & termination)
Non-
salary
cash-based
incentives
%
Shares/
Units
%
Options/
Rights
%
Fixed
Salary/
Fees
%
Total
%
Key
Management
Personnel
S S Goh
Chairman & CEO
No fixed term; may be
terminated on 6 months’
notice by either party
B Goh
Group Marketing
Director -
Executive
No fixed term; may be
terminated on 2 months'
notice by either party
G Norman
Director -
Non-Executive
B Hunt
Director -
Non-Executive
R Ling
Director -
Non-Executive
S T Lim
Chief Financial
Officer
B H Leo
Joint Company
Secretary
No fixed term, but subject
to member confirmation
every 3 years after AGM
when first appointed.
No fixed term, but subject
to member confirmation
every 3 years after AGM
when first appointed.
No fixed term, but subject
to member confirmation
every 3 years after AGM
when first appointed.
No fixed term, may be
terminated on 2 months’
notice by either party
No fixed term, may be
terminated on 2 months’
notice by either party
G Doumit
Chief Accountant/
Joint Company
Secretary
No fixed term, may be
terminated on 2 months’
notice by either party
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Changes in Directors and Key Management Personnel Subsequent to Year-end
There have been no changes in Directors and Key Management Personnel subsequent to year-end.
28
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities Remuneration Details
The following table provides remuneration details for the 2017 and 2016 financial years for Key Management
Personnel.
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Renumeration
incl Salary,
fees and leave
Profit
share
and
bonus (3)
Non- monetary
(2)
Pension and
super-
annuation
$
$
$
$
LSL
$
Total
$
392,516
25,000
385,677
-
218,935
12,500
220,734
56,423
56,886
56,423
56,886
56,423
56,886
-
-
-
-
-
-
-
227,596
12,500
229,465
-
191,386
8,750
193,752
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
11,689
11,785
19,616
19,308
5,360
5,404
5,360
5,404
5,360
5,404
19,616
19,308
18,182
18,317
171,705
8,750
16,023
16,490
167,367
-
15,247
16,074
2,814
2,667
6,236
5,941
-
-
-
-
-
-
7,528
7,190
7,081
6,774
5,787
5,531
432,019
400,129
257,287
245,983
61,783
62,290
61,783
62,290
61,783
62,290
267,240
255,963
225,399
218,843
218,755
204,219
Key
Management Personnel
Soon Sinn Goh(1)
Bryan Goh
Garry Norman
Ben Hunt
Richard Ling
Sze Tin Lim
Bee Hong Leo
Gerard Doumit
2017
2016
2017
2016
2017
2016
2017
2016
2017
2016
2017
2016
2017
2016
2017
2016
(1) S S Goh’s Remuneration of $432,019 is made up of $162,549 paid/payable by Waterco Ltd, $134,735 paid by
Waterco (Far East) Sdn Bhd (a subsidiary) and $134,735 paid by Waterco International Pte Ltd (a subsidiary).
(2) Non-monetary benefits are made up of Company vehicle benefits.
(3) Bonus is payable to Key Management Personnel in December 2017.
29
ANNUAL REPORT 2017 Securities Received that are not Performance Related
No Key Management Personnel are entitled to receive securities which are not performance based as part of their
remuneration package.
Cash incentives, Performance-related Bonus and Share-based Payments
No options or other share based payments were granted in the 2017 financial year.
Maximum cash incentives expressed as a percentage of fixed remuneration and the maximum value that could have
been earned in 2016/2017 if stretch performance targets were achieved are tabulated below:
Position
Maximum possible incentive
as a percentage of fixed pay
Maximum possible
incentive $
Key Management Personnel
Group CEO, Waterco Limited
Group Marketing Director, Waterco Limited
CFO, Waterco Limited
Joint Company Secretary, Waterco Limited
Chief Accountant/Joint Company Secretary,
Waterco Limited
25%
16%
16%
12%
12%
$100,000
$40,000
$40,000
$25,000
$25,000
The percentage of cash incentives payable and forfeited for the year to key management personnel.
Key Management Personnel
Short term incentive in respect of 2017 financial year
Payable %
Forfeited %
S S Goh
B Goh
S T Lim
B H Leo
G Doumit
25%
31%
31%
35%
35%
75%
69%
69%
65%
65%
This Report of the Directors, incorporating the Remuneration Report, is signed in accordance with a resolution of the
Board of Directors:
Soon Sinn Goh
Chairman
Dated at Sydney this 12 September 2017
30
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities Auditor’s Independence Declaration
31
ANNUAL REPORT 2017 32
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities Consolidated Financial Report
for the year ended 30 June 2017
34
Consolidated Statement of Profit or Loss and
Other Comprehensive Income
35
Consolidated Statement of Financial Position
36
Consolidated Statement of Changes in Equity
37
Consolidated Statement of Cash flows
38
Notes to the Financial Statements
78
Directors’ Declaration
79
Independent Auditor's Report
33
ANNUAL REPORT 2017 Consolidated Statement of Profit or Loss and other
Comprehensive Income
For The Year Ended 30 June 2017
Consolidated Group
Note
No.
3
4
4
4
6
Revenues
Changes in inventories of finished goods and
work in progress
Raw materials and consumables used
Employee benefits expense
Depreciation and amortisation expense
Finance costs
Advertising expense
Discounts allowed
Outward freight expense
Rent expense
Research and development
Insurance – general
Contracted staff expense
Warranty expense
Commission expense
Increased cost of working – Rydalmere fire
Other expenses
Profit before income tax expense
Income tax expense
Profit for the year
Other comprehensive income
Items that will not be classified subsequently to
profit or loss
Property revaluation increment (net of tax)
Items that maybe reclassified to profit or loss
Exchange translation differences
Other comprehensive income for the year
Total comprehensive income for the year
Profit attributable to :
Members of the parent entity
Non-controlling interest
Total comprehensive income for the year attributable to:
Members of the parent entity
Non-controlling interest
Total comprehensive income for the year
Earnings per share
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
29
29
The accompanying notes form part of these financial statements.
34
2017
$000
85,205
1,096
(44,397)
(17,166)
(1,452)
(980)
(1,897)
(149)
(1,424)
(2,667)
(1,224)
(796)
(183)
(641)
(184)
(411)
(7,401)
5,329
(1,622)
3,707
6,294
(2,816)
3,478
7,185
3,635
72
3,707
7,113
72
7,185
9.7
9.7
2016
$000
83,971
2,507
(47,012)
(16,435)
(1,177)
(1,243)
(1,580)
(107)
(1,537)
(2,642)
(1,153)
(765)
(234)
(783)
(302)
(708)
(6,977)
3,823
(973)
2,850
2,170
(641)
1,529
4,379
2,784
66
2,850
4,313
66
4,379
7.6
7.6
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities Consolidated Statement of Financial Position
As At 30 June 2017
Consolidated Group
ASSETS
Current Assets
Cash and cash equivalents
Trade and other receivables
Inventories
Other current assets
Total Current Assets
Non-Current Assets
Property, plant & equipment
Intangible assets
Deferred tax assets
Total Non-Current Assets
Total Assets
LIABILITIES
Current Liabilities
Trade and other payables
Borrowings
Current tax liabilities
Short term provisions
Total Current Liabilities
Non-Current Liabilities
Borrowings
Deferred tax liabilities
Long-term provisions
Total Non-Current Liabilities
Total Liabilities
Net Assets
EQUITY
Issued capital
Reserves
Retained earnings
Parent interest
Non-controlling interest
Total Equity
Note
No.
8
9
10
11
13
14
17
15
16
17
18
19
17
20
21
22
23
2017
$000
4,634
12,861
29,775
667
47,937
52,344
135
361
52,840
100,777
11,461
2,388
690
2,120
16,659
15,805
3,734
200
19,739
36,398
64,379
39,333
12,492
11,959
63,784
595
64,379
2016
$000
4,518
14,608
30,874
776
50,776
40,984
260
365
41,609
92,385
8,843
5,553
231
1,691
16,318
15,339
1,231
184
16,754
33,072
59,313
39,582
9,014
10,194
58,790
523
59,313
The accompanying notes form part of these financial statements.
35
ANNUAL REPORT 2017 Consolidated Statement of Changes in Equity
For the year ended 30 June 2017
Ordinary
Shares
Retained
Earnings
Capital
Profits
Reserve
Asset
Revaluation
Reserve
Foreign
Currency
Translation
Reserve
Share
Options
Reserve
Non-
Controlling
Interests
Total
Consolidated Group
Note
No.
$000
$000
$000
$000
$000
$000
$000
$000
38,142
9,949
211
11,083
(3,809)
20
457
56,053
Balance at 30/6/15
Comprehensive income
Profit for the year
Other comprehensive
income for the year
Total comprehensive
income for the year
Transactions with
owners, in their
capacity as owners
and other transfers
Issue of shares under
Waterco DRP
Cancellation of shares under
Waterco Share Buyback
Dividends paid
Share options reserve
Total transactions with
owners and other
transfers
Balance at 30/6/16
Comprehensive income
Profit for the year
Other comprehensive
income for the year
Total comprehensive
income for the year
Transactions with
owners, in their
capacity as owners
and other transfers
Issue of shares under
Waterco DRP
Cancellation of shares under
Waterco Share Buyback
Dividends paid
Total transactions with
owners and other
transfers
-
-
-
2,784
-
2,784
1,602
-
28
(162)
-
-
(2,559)
20
1,440
(2,539)
-
-
-
-
-
-
-
-
-
2,170
2,170
-
(641)
(641)
-
-
-
-
-
-
-
-
-
-
39,582
10,194
211
13,253
(4,450)
-
-
-
3,635
-
3,635
732
(981)
-
-
-
(1,870)
28
(249)
(1,870)
-
-
-
-
-
-
-
-
-
6,294
(2,816)
6,294
(2,816)
-
-
-
-
-
-
-
-
Balance at 30/6/17
39,333
11,959
211
19,547
(7,266)
The accompanying notes form part of these financial statements.
36
-
-
-
-
-
-
(20)
(20)
-
-
-
-
-
-
-
-
-
66
2,850
-
1,529
66
4,379
-
-
-
-
-
1,602
(162)
(2,559)
-
(1,119)
523
59,313
72
3,707
-
3,478
72
7,185
-
-
-
-
732
(981)
(1,870)
(2,119)
595
64,379
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities Consolidated Statement of Cash Flows
For The Year Ended 30 June 2017
Cash Flows from Operating Activities
Receipts from customers
Payments to suppliers and employees
Interest received
Other Income
Finance costs
Income tax paid
Net cash provided by operating activities (note 32)
Cash Flows from Investing Activities
Payment for property, plant & equipment
Payment for intangibles
Proceeds from sale of property, plant & equipment
Net cash (used in) investing activities
Cash Flows from Financing Activities
Proceeds from bank borrowings
Repayment of bank borrowings
Proceeds from issue of shares
Share buyback
Payment of hire purchase creditors
Payment of lease liabilities
Dividends paid
Net cash (used in) financing activities
Net increase in cash held
Cash at beginning of the year
Effects of exchange rate changes on balance of
cash held in foreign currencies
Cash and cash equivalents the end of the year (Note 8)
2017
$000
86,822
(77,838)
96
2,600
(980)
(1,069)
9,631
(3,316)
(81)
143
(3,254)
-
(3,696)
732
(981)
(160)
(181)
(1,870)
(6,156)
221
4,518
(105)
4,634
Consolidated Group
2016
$000
88,322
(81,085)
58
2,197
(1,243)
(1,185)
7,064
(1,591)
-
1,243
(348)
11,303
(15,363)
1,601
(162)
(152)
(259)
(2,559)
(5,591)
1,125
3,264
129
4,518
The accompanying notes form part of these financial statements.
37
ANNUAL REPORT 2017 Notes To The Financial Statements
For the year ended 30 June 2017
Note 1: Statement of Significant Accounting
Policies
These consolidated financial statements and notes
represent those of Waterco Limited and controlled
entities, (“Group”).
Waterco Limited is a listed public company, incorporated
and domiciled in Australia.
The separate financial statements of the parent entity,
Waterco Limited have not been presented within this
financial report as permitted by the Corporations Act
2001.
The financial statements were authorised for issue on
12 September 2017.
Basis of Preparation
The financial statements are general purpose financial
statements that have been prepared in accordance with
Australian Accounting Standards, Australian Accounting
Interpretations, other authoritative pronouncements of
the Australian Accounting Standards Board (AASB) and
the Corporations Act 2001.
Australian Accounting Standards set out accounting
policies that the AASB has concluded would result in
financial statements containing relevant and reliable
information about transactions, events and conditions.
Compliance with Australian Accounting Standards
ensures that the financial statements and notes also
comply with International Financial Reporting Standards
as issued by the IASB. Material accounting policies
adopted in the preparation of these financial statements
are presented below and have been consistently
applied unless otherwise stated.
information,
for cash flow
the financial
Except
statements have been prepared on an accruals basis
and are based on historical costs, modified, where
applicable, by the measurement at fair value of selected
non-current assets, financial assets and financial
liabilities.
a. Principles of Consolidation
The consolidated financial statements
incorporate
all of the assets, liabilities and results of the parent
(Waterco Limited) and all of the subsidiaries (including
any structured entities). Subsidiaries are entities the
parent controls. The parent controls an entity when it
is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect
those returns through its power over the entity. A list of
the subsidiaries is provided in Note 12. All subsidiaries
have a 30 June financial year end except for Waterco
Guangzhou Ltd, Waterco (C) Ltd, and PT Waterco
Indonesia which have a 31 December financial year
end.
38
The assets, liabilities and results of all subsidiaries are
fully consolidated into the financial statements of the
Group from the date on which control is obtained by the
Group. The consolidation of a subsidiary is discontinued
from the date that control ceases. Intercompany
transactions, balances and unrealised gains or losses
on transactions between group entities are fully
eliminated on consolidation. Accounting policies of
subsidiaries have been changed and adjustments made
where necessary to ensure uniformity of the accounting
policies adopted by the Group.
interests
interests”. The Group
Equity
in a subsidiary not attributable,
directly or indirectly, to the Group are presented
initially
as “non-controlling
recognises non-controlling interests that are present
ownership interests in subsidiaries and are entitled to
a proportionate share of the subsidiary’s net assets on
liquidation at either fair value or at the non-controlling
interests’ proportionate share of the subsidiary’s
net assets. Subsequent to initial recognition, non-
controlling interests are attributed their share of profit
or loss and each component of other comprehensive
income. Non-controlling interests are shown separately
within the equity section of the statement of financial
position and statement of comprehensive income.
Business combinations
Business combinations occur where an acquirer
obtains control over one or more businesses.
A business combination is accounted for by applying the
acquisition method, unless it is a combination involving
entities or businesses under common control. The
business combination will be accounted for from the
date that control is attained, whereby the fair value of
the identifiable assets acquired and liabilities (including
contingent liabilities) assumed is recognised (subject to
certain limited exemptions).
When measuring the consideration transferred in the
business combination, any asset or liability resulting
from a contingent consideration arrangement is also
included. Subsequent to initial recognition, contingent
consideration classified as equity is not remeasured
and its subsequent settlement is accounted for within
equity. Contingent consideration classified as an asset
or liability is remeasured each reporting period to fair
value, recognising any change to fair value in profit or
loss, unless the change in value can be identified as
existing at acquisition date.
All transaction costs incurred in relation to the business
combination are expensed
the statement of
comprehensive income.
to
The acquisition of a business may result in the recognition
of goodwill or a gain from a bargain purchase.
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities Notes To The Financial Statements
For the year ended 30 June 2017
Note 1: Statement of Significant Accounting
Policies (continued)
to entities in the consolidated group, are classified
as finance leases.
b. Fair Value of Assets and Liabilities
The Group measures some of its assets and
liabilities at fair value on either a recurring or non-
recurring basis, depending on the requirements of
the applicable Accounting Standard.
Fair value is the price the Group would receive to sell
an asset or would have to pay to transfer a liability
in an orderly (ie unforced) transaction between
independent, knowledgeable and willing market
participants at the measurement date.
As fair value is a market-based measure, the closest
equivalent observable market pricing information
is used to determine fair value. Adjustments to
market values may be made having regard to the
characteristics of the specific asset or liability.
The fair values of assets and liabilities that are not
traded in an active market are determined using
one or more valuation techniques. These valuation
techniques maximise, to the extent possible, the use
of observable market data.
To the extent possible, market information is
extracted from either the principal market for the
asset or liability (ie the market with the greatest
volume and level of activity for the asset or liability)
or, in the absence of such a market, the most
advantageous market available to the entity at
the end of the reporting period (ie the market that
maximises the receipts from the sale of the asset
or minimises the payments made to transfer the
liability, after taking into account transaction costs
and transport costs).
For non-financial assets, the fair value measurement
also takes into account a market participant’s ability
to use the asset in its highest and best use or to sell
it to another market participant that would use the
asset in its highest and best use.
The fair value of liabilities and the entity’s own equity
instruments (excluding those related to share-
based payment arrangements) may be valued,
where there is no observable market price in
relation to the transfer of such financial instrument,
by reference to observable market information
where such instruments are held as assets. Where
this information is not available, other valuation
techniques are adopted and, where significant,
are detailed in the respective note to the financial
statements.
c. Leases
Leases of fixed assets where substantially all the
risks and benefits incidental to the ownership of the
asset, but not the legal ownership that is transferred
39
Finance leases are capitalised by recognising an
asset and a liability at the lower of the amounts equal
to the fair value of the leased property or the present
value of the minimum lease payments, including any
guaranteed residual values. Lease payments are
allocated between the reduction of the lease liability
and the lease interest expense for the period.
Leased assets are depreciated on a straight-line
basis over the shorter of their estimated useful lives
or the lease term.
Lease payments
for operating
leases, where
substantially all the risks and benefits remain with the
lessor, are recognised as expenses in the periods in
which they are incurred.
Lease
incentives under operating
leases are
recognised as a liability and amortised on a straight-
line basis over the lease term.
d. Inventories
Inventories are measured at the lower of cost
and net realisable value. Cost is determined on
a standard cost basis. The cost of manufactured
products includes direct materials, direct labour
and an appropriate portion of variable and fixed
overheads. Overheads are applied on the basis of
normal operating capacity. Net realisable value is
determined as the estimated selling price less costs
to sell.
e. Income Tax
The income tax expense/(income) for the year
comprises current income tax expense/(income)
and deferred tax expense/(income).
Current income tax expense charged to profit or
loss is the tax payable on taxable income. Current
tax liabilities/(assets) are measured at the amounts
expected to be paid to/(recovered from) the relevant
taxation authority.
Deferred income tax expense reflects movements in
deferred tax asset and deferred tax liability balances
during the year as well unused tax losses.
Current and deferred income tax expense/(income)
is charged or credited outside profit or loss when the
tax relates to items that are recognised outside profit
or loss.
Except for business combinations, no deferred
income tax is recognised from the initial recognition
of an asset or liability, where there is no effect on
accounting or taxable profit or loss.
ANNUAL REPORT 2017
Notes To The Financial Statements
For the year ended 30 June 2017
Note 1: Statement of Significant Accounting
Policies (continued)
e. Income Tax (continued)
Deferred tax assets and liabilities are calculated at
the tax rates that are expected to apply to the period
when the asset is realised or the liability is settled
and their measurement also reflects the manner in
which management expects to recover or settle the
carrying amount of the related asset or liability.
Deferred tax assets relating to temporary differences
and unused tax losses are recognised only to the
extent that it is probable that future taxable profit
will be available against which the benefits of the
deferred tax asset can be utilised.
Where temporary differences exist in relation to
investments in subsidiaries, branches, associates,
and joint ventures, deferred tax assets and liabilities
are not recognised where the timing of the reversal
of the temporary difference can be controlled and
it is not probable that the reversal will occur in the
foreseeable future.
Current tax assets and liabilities are offset where
a legally enforceable right of set-off exists and it
is intended that net settlement or simultaneous
realisation and settlement of the respective asset
and liability will occur. Deferred tax assets and
liabilities are offset where: (a) a legally enforceable
right of set-off exists; and (b) the deferred tax assets
and liabilities relate to income taxes levied by the
same taxation authority on either the same taxable
entity or different taxable entities where it is intended
that net settlement or simultaneous realisation and
settlement of the respective asset and liability will
occur in future periods in which significant amounts
of deferred tax assets or liabilities are expected to be
recovered or settled.
Waterco Limited and its wholly-owned Australian
Subsidiaries have formed a consolidated group for
the purposes of the tax consolidation provisions of
the Income Tax Assessment Act 1997. Each entity
in the group recognises its own current and deferred
tax assets and liabilities. Such taxes are measured
using the “stand-alone taxpayer” approach to
allocation. All of the deferred tax assets and liabilities
of the subsidiary members have become part of the
deferred assets and liabilities of Waterco Ltd. Each
company in the group contributes to the income
tax payable in proportion to their contribution to the
net profit before tax of the consolidated group. The
group notified the ATO on 20 January 2005 that it
had formed an income tax consolidated group to
apply from 1 July 2003.
f. Foreign Currency Transactions and Balances
Functional and presentation currency
The functional currency of each of the group’s
entities is measured using the currency of the
primary economic environment in which that entity
operates. The consolidated financial statements are
presented in Australian dollars which is the parent
entity’s functional and presentation currency.
Transaction and balances
Foreign currency transactions are translated into
functional currency using
the exchange rates
prevailing at the date of the transaction. Foreign
currency monetary items are translated at the year-
end exchange rate. Non-monetary items measured
at historical cost continue to be carried at the
exchange rate at the date of the transaction. Non-
monetary items measured at fair value are reported
at the exchange rate at the date when fair values
were determined.
Exchange differences arising on the translation of
monetary items are recognised in the statement of
comprehensive income, except where deferred in
equity as a qualifying cash flow or net investment
hedge.
Exchange differences arising on the translation
of non-monetary items are recognised directly in
equity to the extent that the gain or loss is directly
in equity, otherwise the exchange
recognised
difference
the statement of
is recognised
comprehensive income.
in
Group companies
The financial results and position of foreign operations
whose functional currency is different from the
group’s presentation currency are translated as
follows:
• assets and liabilities are translated at year-end
exchange rates prevailing at that reporting date;
•
income and expenses are translated at average
exchange rates for the period; and
• retained earnings are translated at the exchange
rates prevailing at the date of the transaction.
Exchange differences arising on translation of foreign
operations are transferred directly to the Group’s
foreign currency translation reserve in the statement
of comprehensive income. These differences are
recognised in the statement of comprehensive
income in the period in which the operation is
disposed.
40
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities Notes To The Financial Statements
For the year ended 30 June 2017
j. Property, Plant and Equipment
Each class of property, plant and equipment is
carried at cost or fair value less, where applicable,
any accumulated depreciation.
Property
Land and buildings are measured on a fair value
basis being the amount for which an asset could be
exchanged between knowledgeable willing parties
in an arms length transaction.
The value of the land and buildings owned by the
consolidated group are based on the following
independent valuations:
Land &
Buildings
Rydalmere
NSW
Date of
Valuation
Amount
31 October 2016
AUD 16,000,000
Malaysia
13 April 2017
China
16 June 2015
USA
12 February 2016
AUD 18,165,854
(MYR 60,000,000)
AUD 8,923,080
(RMB 46,459,800)
AUD 2,145,086
(USD 1,650,000)
Increases (net of deferred taxes) in the carrying
amount arising on revaluation of land and buildings
are credited to a revaluation surplus in equity.
Decreases that offset previous increases of the
same asset are charged against fair value reserves
directly in equity; all other decreases are charged
to the statement of comprehensive income. Any
accumulated depreciation at the date of revaluation
is eliminated against the gross carrying amount of
the asset and the net amount is restated to the
revalued amount of the asset.
Note 1: Statement of Significant Accounting
Policies (continued)
g. Employee Benefits
Provision for employee benefits, which include long
service leave, and annual leave are computed to
cover expected benefits at balance date.
Employee benefits expected to be settled within one
year together with benefits arising from wages and
salaries, annual leave and sick leave which will be
settled after one year, have been measured at the
amounts expected to be paid when the liability is
settled plus related on-costs. (see note 18)
Employee benefits (long service leave) payable
later than one year have been measured at the
present value of the estimated future cash outflows
to be made for those benefits. In determining the
liability, consideration is given to employee wage
increases and the probability that the employee
may satisfy any vesting requirements. Those cash
flows are discounted using market yields on national
government bonds with terms to maturity that
match the expected timing of cash flows attributable
to employee benefits.
Contributions are made by the consolidated group to
an employee superannuation fund and are charged
as expenses when incurred. The consolidated group
has no legal obligation to cover any shortfall in the
funds obligations to provide benefits to employees
on retirement.
h. Deferred Expenditure
Expenditure during the research phase of a project
is recognised as an expense when
incurred.
Development costs are capitalised only when
technical feasibility studies identify that the project
will deliver future economic benefits and these
benefits can be measured reliably.
Development costs have a finite life and are
amortised on a systematic basis matched to the
future economic benefits over the useful life of the
project.
i. Acquisition of Assets
The cost method of accounting has been used for
acquisition of all assets (including shares). Cost
is defined as the fair value of the assets given up
at the date of acquisition plus costs incidental to
acquisition. Where goodwill arises, it is brought to
account.
41
ANNUAL REPORT 2017
Notes To The Financial Statements
For the year ended 30 June 2017
Note 1: Statement of Significant Accounting
Policies (continued)
j. Property, Plant and Equipment (continued)
Property (continued)
The Rydalmere NSW Premises was rebuilt and
occupied on 23rd September 2016 after the fire of
7 January 2015. The property was reinstated into
the accounts to reverse the impairment loss caused
by the fire damage to the property in January 2015.
On 31st October 2016, a revaluation of the property
to fair value was undertaken and the carrying value
increased to $16,000,000.
On 13 April 2017, Waterco (Far East) Sdn Bhd
revalued its property resulting in an increase in
the value of the property from RM55,000,000
($A18,392,573) to RM60,000,000 ($A18,165,854).
However, on translation, the Australian Dollar
amount was lower as the Malaysian ringgit was
weaker compared to the previous year.
Plant and equipment
Plant and equipment are measured on the cost
basis and therefore carried at cost less accumulated
depreciation and any accumulated impairment. In the
event the carrying amount of plant and equipment
is greater than the estimated recoverable amount,
the carrying amount is written down immediately to
the estimated recoverable amount and impairment
losses are recognised either in profit or loss or as
a revaluation decrease if the impairment losses
relate to a revalued asset. A formal assessment
of recoverable amount is made when impairment
indicators are present (refer to Note 1(m) for details
of impairment).
The carrying amount of plant and equipment is
reviewed annually by directors to ensure it is not in
excess of the recoverable amount from these assets.
The recoverable amount is assessed on the basis
of the expected net cash flows that will be received
from the asset’s employment and subsequent
disposal. The expected net cash flows have been
discounted to their present values in determining
recoverable amounts.
The cost of fixed assets constructed within the
consolidated group includes the cost of materials,
direct labour, borrowing costs and an appropriate
proportion of fixed and variable overheads
Subsequent costs are included in the asset’s
carrying amount or recognised as a separate asset,
as appropriate, only when it is probable that future
economic benefits associated with the item will
flow to the Group and the cost of the item can be
measured reliably. All other repairs and maintenance
are charged to the statement of comprehensive
income during the financial period in which they are
incurred.
Depreciation
The depreciable amount of all fixed assets including
building and capitalised leased assets, but excluding
freehold land, is depreciated over their useful lives
commencing from the time the asset is ready for
use. Leasehold improvements are depreciated over
the shorter of either the unexpired period of the lease
or the estimated useful lives of the improvements.
The gain or loss on disposal of all fixed assets is
determined as the difference between the carrying
amount of the asset at the time of disposal and the
proceeds of disposal, and is included in operating
profit before income tax of the consolidated group in
the year of disposal.
Depreciation where applicable has been charged in
the accounts so as to write off each asset over the
estimated useful life of the asset concerned. Either
the diminishing value or straight line method, as
considered appropriate, is used. The depreciation
rates used for each class of depreciable assets are:
Class of Fixed
Assets
Depreciation Rate
Buildings
1.50% - 2.50%
Plant and equipment
6.00% -
33.33%
Hire Purchase Assets
10.00% -
20.00%
Leased plant and
equipment
13.00% -
20.00%
The assets’ residual values and useful lives are
reviewed, and adjusted if appropriate, at each
balance date.
An asset’s carrying amount
is written down
immediately to its recoverable amount if the asset’s
carrying amount is greater than its estimated
recoverable amount.
Gains and losses on disposals are determined by
comparing the proceeds with the carrying amount.
These gains and losses are included in the statement
of comprehensive income. When revalued assets
are sold, amounts included in the revaluation reserve
relating to that asset are recognised in the profit and
loss in the period in which they arise.
42
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities Notes To The Financial Statements
For the year ended 30 June 2017
Note 1: Statement of Significant Accounting
Policies (continued)
k. Revenue and Other Income
Revenue is measured at the fair value of the
consideration received or receivable after taking
into account any trade discounts and volume
rebates allowed. When the inflow of consideration
is deferred, it is treated as the provision of financing
and is discounted at a rate of interest that is generally
accepted in the market for similar arrangements. The
difference between the amount initially recognised
and the amount ultimately received is interest
revenue.
Revenue from the sale of goods is recognised at the
point of delivery as this corresponds to the transfer
of significant risks and rewards of ownership of the
goods and the cessation of all involvement in those
goods.
Interest revenue is recognised using the effective
interest rate method.
Dividend revenue is recognised when the right to
receive a dividend has been established.
Franchise fee income is invoiced and recognised as
revenue on a monthly basis.
All revenue is stated net of the amount of goods and
services tax (GST).
l. Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net
of the amount of GST, except where the amount of
GST incurred is not recoverable from the Australian
Taxation Office. In these circumstances the GST is
recognised as part of the cost acquisition of the asset
or as part of an item of the expense. Receivables
and payables in the statement of financial position
are shown inclusive of GST.
Cashflows are presented in the cash flow statement
on a gross basis, except for the GST component
of investing and financing activities, which are
disclosed as operating cash flows.
m. Impairment of Assets
At the end of each reporting period, the Group
assesses whether there is any indication that an
asset may be impaired. The assessment will include
the consideration of external and internal sources
of information including dividends received from
subsidiaries, associates or jointly controlled entities
deemed to be out of pre-acquisition profits. If such
an indication exists, an impairment test is carried
out on the asset by comparing the recoverable
amount of the asset, being the higher of the asset’s
fair value less costs to sell and value in use, to the
asset’s carrying amount. Any excess of the asset’s
carrying amount over its recoverable amount is
recognised immediately in profit or loss, unless the
asset is carried at a revalued amount in accordance
with another Standard (eg in accordance with the
revaluation model in AASB 116). Any impairment
loss of a revalued asset is treated as a revaluation
decrease in accordance with that other Standard.
Where it is not possible to estimate the recoverable
amount of an individual asset, the Group estimates
the recoverable amount of the cash-generating unit
to which the asset belongs.
Impairment testing is performed annually for goodwill
and intangible assets with indefinite lives.
n. Trade and Other Receivables
Trade and other receivables
include amounts
due from customers for goods sold and services
performed in the ordinary course of business.
Receivables expected to be collected within twelve
months at the end of the reporting period are
classified as current assets. All other receivables are
classified as non-current assets.
Trade and other receivables are initially recognised at
fair value and subsequently measured at amortised
cost using the effective interest method less any
provision for impairment (see 1 m.)
o. Trade and Other Payables
Trade and other payables represent the liability
outstanding at the end of the reporting period for
goods and services received by the Group during the
reporting period which remains unpaid. The balance
is recognised as a current liability with the amount
being normally paid within 30 days of recognition of
the liability.
p. Provisions
Provisions are recognised when the group has a
legal or constructive obligation, as a result of past
events, for which it is probable that an outflow of
economic benefits will result and that outflow can be
reliably measured.
q. Cash and Cash Equivalents
Cash and cash equivalents include cash on hand,
deposits held at call with banks, other short-term
highly liquid investments with original maturities of
three months or less, and bank overdrafts. Bank
overdrafts are shown within short-term borrowings
in current liabilities in the statement of financial
position.
43
ANNUAL REPORT 2017
Notes To The Financial Statements
For the year ended 30 June 2017
Note 1: Statement of Significant Accounting
Policies (continued)
r. Borrowing Costs
Borrowing costs directly attributable
the
acquisition, construction or production of assets
that necessarily take a substantial period of time to
prepare 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.
to
All other borrowing costs are recognised in income
in the period in which they are incurred.
s. Financial Instruments
Recognition and Initial Measurement
Financial instruments, incorporating financial assets
and financial liabilities, are recognised when the entity
becomes a party to the contractual provisions of the
instrument. Trade date accounting is adopted for
financial assets that are delivered within timeframes
established by marketplace convention.
Financial instruments are initially measured at fair
value plus transactions costs where the instrument
is not classified as at fair value through profit or loss.
Transaction costs related to instruments classified
as at fair value through profit or loss are expensed to
profit or loss immediately. Financial instruments are
classified and measured as set out below.
Derecognition
Financial assets are derecognised where
the
contractual rights to receipt of cash flows expires
or the asset is transferred to another party whereby
the entity no longer has any significant continuing
involvement in the risks and benefits associated
with the asset. Financial liabilities are derecognised
where the related obligations are either discharged,
cancelled or expire. The difference between the
carrying value of the financial liability extinguished
or transferred to another party and the fair value of
consideration paid, including the transfer of non-
cash assets or liabilities assumed, is recognised in
profit or loss.
Classification and Subsequent Measurement
Finance instruments are subsequently measured at
fair value, amortised cost using the effective interest
rate method, or cost.
Amortised cost is the amount at which the financial
asset or financial liability is measured at initial
recognition less principal repayments and any
reduction for impairment, and adjusted for any
cumulative amortisation of the difference between
that
the maturity amount
calculated using the effective interest method.
initial amount and
44
Fair value is determined based on current bid prices
for all quoted investments. Valuation techniques
are applied to determine the fair value for all
unlisted securities, including recent arm’s length
transactions, reference to similar instruments and
option pricing models.
income or
The effective interest method is used to allocate
interest
interest expense over the
relevant period and is equivalent to the rate that
discounts estimated
future cash payments or
receipts (including fees, transaction costs and
other premiums or discounts) through the expected
life (or when this cannot be reliably predicted, the
contractual term) of the financial instrument to the
net carrying amount of the financial asset or financial
liability. Revisions to expected future net cash flows
will necessitate an adjustment to the carrying value
with a consequential recognition of an income or
expense item in profit or loss.
The Group does not designate any interests in
subsidiaries, associates or joint venture entities as
being subject to the requirements of Accounting
Standards specifically applicable
to financial
instruments.
(i) Financial assets at fair value through profit or
loss
Financial assets are classified at “fair value
through profit or loss” when they are held for
trading for the purpose of short-term profit
taking, derivatives not held for hedging purposes,
or when they are designated as such to avoid an
accounting mismatch or to enable performance
evaluation where a Group of financial assets is
managed by key management personnel on a
fair value basis in accordance with a documented
risk management or investment strategy. Such
assets are subsequently measured at fair value
with changes in carrying value being included in
profit or loss.
(ii) Loans and receivables
Loans and
receivables are non-derivative
financial assets with fixed or determinable
payments that are not quoted in an active market
and are subsequently measured at amortised
cost.
Loans and receivables are included in current
assets, where they are expected to mature
within 12 months after the end of the reporting
period.
(iii) Financial liabilities
Non-derivative financial
(excluding
financial guarantees) are subsequently measured
at amortised cost.
liabilities
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities
Notes To The Financial Statements
For the year ended 30 June 2017
Note 1: Statement of Significant Accounting
Policies (continued)
s. Financial Instruments (continued)
Impairment
At the end of each reporting period, the Group
assesses whether there is objective evidence that
a financial instrument has been impaired. In the
case of available-for-sale financial instruments, a
prolonged decline in the value of the instrument is
considered to determine whether an impairment
has arisen. Impairment losses are recognised in
profit or loss. Also, any cumulative decline in fair
value previously recognised in other comprehensive
income is reclassified to profit or loss at this point.
(iii) Impairment-General
The Group assesses impairment at the end of
each reporting period by evaluating conditions and
events specific to the Group that may be indicative
of impairment triggers. Recoverable amounts of
relevant assets are reassessed using value-in-
use calculations which incorporate various key
assumptions.
t. Rounding of Amounts
The amounts in the financial statements and
to
directors’
the nearest $1,000 in accordance with ASIC
Corporations
in Financial/Directors
Reports) Instrument 2016/191.
report have been
rounded off
(Rounding
u. Critical Accounting Estimates and Judgements
The directors evaluate estimates and judgements
incorporated into the financial report based on
historical knowledge and best available current
reasonable
information. Estimates assume a
expectation of future events and are based on
current trends and economic data, obtained both
externally and within the group.
Key Estimates
(i) Inventory Classification
Included in inventory are certain inventory items held
to service existing products and various components
used in the manufacturing process. The nature of
these items may require them to be included in
inventory for more than one year. Management have
evaluated these inventory items and do not consider
the carrying value of these items as material. All
inventory items have therefore been classified as
current.
(ii) Inventory Obsolescence
Management review inventory reports on a regular
basis to determine slow-moving or obsolescence.
Appropriate provisions are carried for impairment of
slow-moving items. Obsolete items are disposed of
as and when identified.
45
ANNUAL REPORT 2017
Notes To The Financial Statements
For the year ended 30 June 2017
v. New Accounting Standards for Application in Future Periods
New standards and interpretations issued but not yet effective
At the date of this financial report the following standards and interpretations, which may impact the entity in the
period of initial application, have been issued but are not yet effective:
Reference
Title
Summary
AASB 9
Financial Instruments
This Standard will be applicable
retrospectively and includes revised
requirements for the classification of and
measurement of financial instruments,
revised recognition and derecognition
requirements for financial instruments
and simplified requirements for hedge
accounting.
Application date
(financial years
beginning)
Expected
Impact
1 January 2018
Reasonable
estimate
impracticable
at this stage
AASB 2014-7
Amendments to Australian
Accounting Standards
arising from AASB 9
(December 2014)
Consequential amendments arising from
the issuance of AASB 9
1 January 2018
Minimal impact
AASB 2015-2
Amendments to Australian
Accounting Standards
–Disclosure Initiative:
Amendments to AASB 101
The Standard makes amendments to AASB
101 Presentation of Financial Statements
arising from the IASB’s Disclosure Initiative
project.
1 January 2016
Disclosures
Only
AASB 15
Revenue from Contracts with
Customers
The core principle of this standard is that
an entity will recognise revenue to depict
the transfer of promised goods or services
to customers in an amount that reflects the
consideration to which the entity expects to
be entitled in exchange for the goods and
services.
1 January 2018
Minimal impact
AASB 2014-5
Amendments to Australian
Accounting Standards
arising from AASB 15
Consequential amendments arising from
the issuance of AASB 15.
1 January 2017
Not estimated
yet
AASB 16
Leases
2016-1
Amendments to Australian
accounting Standards –
Recognised to Deferred tax
Assets for Unrealised Losses
This standard replaces AASB 117 and
introduces a single lease accounting model
that eliminates the requirement for leases to
be classified as operating or finance leases.
The main changes included
a) the recognition of right to use assets and
the depreciation of those assets
b) Variable lease assets that depend on an
index or a rate that are included in the
initial measurement of a lease liability
This standard amends AASB 112 Income
Taxes (July 2004) and AASB Income Taxes
(August 2015) to clarify the requirements
on recognition of deferred tax assets for
unrealised losses on debts instruments
measured at fair value
1 January 2019
Reasonable
estimate
impracticable
at this stage
1 January 2017
Minimal impact
46
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities Notes To The Financial Statements
For the year ended 30 June 2017
v. New Accounting Standards for Application in Future Periods (continued)
New standards and interpretations issued but not yet effective (continued)
Reference
Title
Summary
2016-2
Amendments to Australian
accounting Standards
– Disclosure Initiatives :
Amendment to AASB 107
AASB2016-5
Amendments to Australian
Accounting Standards
– Classification and
Measurement of Share-
based Payment Transactions
This standards amends AASB 107
Statement of Cash flow (August 2015)
to require entities preparing financial
statements in accordance with Tier
1 reporting requirements to provide
disclosures that enables users of financial
statement to evaluate changes in liabilities
arising from financing activities, including
both changes arising from cash flows and
non-cash changes.
The Standard is applicable to annual
reporting periods beginning on or after
1 January 2018 and provides guidance
on the treatment of vesting conditions
in a cash-settled share-based payment
arrangement. Since the entity does not
have a policy of awarding such payments,
AASB2016-5 is not expected to impact the
Group’s financial statements.
Application date
(financial years
beginning)
Expected
Impact
1 January 2017
Disclosures
only
1 January 2018
Disclosures
only
w. Comparative Figures
Where required by Accounting Standards comparative figures have been adjusted to conform with changes in
presentation for the current financial year.
47
ANNUAL REPORT 2017 Notes To The Financial Statements
For the year ended 30 June 2017
Note 2: Parent Information
The following information has been extracted from the books and records of the parent and has been prepared in
accordance with accounting standards.
STATEMENT OF FINANCIAL POSITION
ASSETS
Current Assets
TOTAL ASSETS
LIABILITIES
Current Liabilities
TOTAL LIABILITIES
EQUITY
Issued capital
Capital profits reserve
Asset revaluation reserve
Retained earnings
TOTAL EQUITY
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Total profit after tax
Total comprehensive income
2017
$000
17,814
73,418
15,508
26,709
39,333
180
6,858
338
46,709
2017
$000
(726)
4,905
2016
$000
21,007
64,697
10,867
20,773
39,582
180
1,227
2,934
43,923
2016
$000
1,416
1,416
Guarantees
At 30th June 2017, Waterco Ltd has provided guarantees up to RM11,150,000 and USD1,000,000 (AUD4,675,873)
(2016: RM15,150,000 and USD1,000,000 (AUD5,886,930)) to two Malaysian Banks for loans provided to a subsidiary,
Waterco (Far East) Sdn Bhd.
Contingent Liabilities
At 30th June 2017, Waterco Ltd has provided guarantees of $8,587,531 (2016: $8,852,050) to landlords for leases
of premises subleased to its Swimart Franchisees.
Contractual Commitments
At 30th June 2017, Waterco Ltd has not entered any contractual commitments for the acquisition of any property,
plant and equipment. (2016: nil).
48
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities Notes To The Financial Statements
For the year ended 30 June 2017
Note 3: Revenue and Other Income
Revenue from Continuing Operations
Sales revenue
• Sale of goods
Other revenue
• Interest received 3(a)
• Rent
• Insurance compensation
• Other
Total Revenue
(a) Interest received or receivable from
• Other persons
Total interest revenue
Other Income
Net gain on disposal of non-current assets
• Property, plant and equipment
Insurance Compensation
Consolidated Group
2017
$000
2016
$000
82,508
96
211
1,682
708
85,205
96
96
22
81,715
58
196
766
1,236
83,971
58
58
27
As a result of the fire at its Rydalmere Head Office on 7 January 2015, Waterco Ltd made a claim with its insurance
company for compensation for losses resulting from the fire.
As at 30 June 2017, the amount of claim comprises:
Building reinstatement
Plant & equipment replaced
Increased cost of working
Plant & equipment at carrying value
Insurance receivable brought forward
Less:
Insurance receipts
Insurance receivable at year end (see note 9)
(3,254)
1,682
411
(934)
(2,095)
3,166
1,071
1,071
-
-
129
766
(129)
766
3,898
4,664
1,498
3,166
49
ANNUAL REPORT 2017 Notes To The Financial Statements
For the year ended 30 June 2017
Note 4: Profit for the Year
Profit for the year has been determined after:
(a) Expenses:
Cost of Sales
Finance costs:
• Borrowings
• Hire purchase expense
• Finance charges on finance leases
Depreciation of non-current assets :
• Buildings
• Plant & equipment
• Hire purchase assets
• Capitalised leased assets
Amortisation of non-current assets:
• Land use rights
• Goodwill on acquisition
• Expenditure carried forward
Total depreciation and amortisation
Bad and doubtful debts
• Trade debtors
Rental expense on Operating leases
• Minimum lease payments
Consolidated Group
2017
$000
2016
$000
43,316
44,563
952
9
19
980
328
801
61
141
1,331
16
5
100
121
1,452
126
2,667
1,210
16
17
1,243
236
642
61
184
1,123
17
2
35
54
1,177
271
2,642
50
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities Notes To The Financial Statements
For the year ended 30 June 2017
Consolidated Group
2017
$000
2016
$000
(b) Rydalmere Fire –Reinstatement of assets
On 7 January 2015, a fire occurred at the head office of Waterco Ltd located in Rydalmere NSW.
On 23 September 2016, Waterco moved back into the Rydalmere Office/Warehouse on completion of the new
building.
The Rydalmere Property was reinstated following the completion of the building.
Property
Asset revaluation reserve
Building (reinstatement)
Note 5: Auditors’ Remuneration
Remuneration of the auditor of the parent entity for:
• Audit or reviewing the financial report
Remuneration of other auditors of subsidiaries for:
• Auditing or reviewing the financial report of subsidiaries
1,432
3,254
4,686
154
136
-
-
-
223
142
51
ANNUAL REPORT 2017
Notes To The Financial Statements
For the year ended 30 June 2017
Note 6: Income Tax Expense
(a) The components of tax expense comprise:
• Current tax
• Deferred tax
• Recoupment of prior year tax losses
(b) The prima facie tax on profit before income tax is reconciled to
the income tax as follows:
Profit before income tax
Prima facie tax payable on profit before income tax at 30%
(2016: 30%)
Add
Tax effect of:
• Depreciation of buildings
• Foreign controlled entities tax losses not tax effected
• Other
Less
Tax effect of:
• Research and development
• Effects of lower rates in overseas countries
• Unrealised foreign exchange losses
• Overprovision for tax in prior years
• Reinvestment allowance
• Other
Income tax expense attributable to entity
The applicable weighted average effective tax rates are as follows:
2017
$000
1,758
(136)
-
1,622
5,329
1,599
27
646
51
102
268
44
44
241
2
1,622
30%
Consolidated Group
2016
$000
1,111
(87)
(51)
973
3,823
1,147
6
314
10
-
153
287
51
13
-
973
25%
52
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities Notes To The Financial Statements
For the year ended 30 June 2017
Note 7: Key Management Personnel Compensation
(a) Key Management Personnel (“KMP”) Compensation
The totals of remuneration paid to KMP of the company and the Group during the year are as follows:
Short-term employee benefits
Post-employment benefits
Other long term benefits
2017
$000
1,455
102
29
1,586
Consolidated Group
2016
$000
1,383
101
28
1,512
Refer to the remuneration report contained in the directors’ report for remuneration paid or payable to each member of
the groups KMP for the year ended 30 June 2017
(b) Shareholdings
Number of Shares held by key Management Personnel
2017
Key Management Personnel
Balance
1.7.2016
Received as
Remuneration
Net Change
Other
Mr S S Goh
Mr B Goh
Mr G Norman
Mr B Hunt
Mr R Ling
Mr S T Lim
Mrs B H Leo
Mr G Doumit
2016
21,303,723
540,065
154,027
362,345
-
102,817
66,361
71,300
-
-
-
-
-
-
-
-
402,255
56
1,087
7,878
-
-
(60,361)
-
Key Management Personnel
Balance
1.7.2015
Received as
Remuneration
Net Change
Other
Mr S S Goh
Mr B Goh
Mr G Norman
Mr B Hunt
Mr R Ling
Mr S T Lim
Mrs B H Leo
Mr G Doumit
20,046,610
539,904
150,713
339,549
-
102,817
66,361
71,300
-
-
-
-
-
-
-
-
1,257,113
161
3,314
22,796
-
-
-
-
Balance
30.6.2017
21,705,978
540,121
155,114
370,223
-
102,817
6,000
71,300
Balance
30.6.2016
21,303,723
540,065
154,027
362,345
-
102,817
66,361
71,300
53
ANNUAL REPORT 2017 Notes To The Financial Statements
For the year ended 30 June 2017
Note 7: Key Management Personnel Compensation (continued)
(c) Compensation Practices
In constructing, reviewing and determining the remuneration policy for Executive Directors and the senior
executive team, the Board and Remuneration Committee have considered a number of factors including:
•
the importance of attracting, retaining and motivating management of the appropriate calibre to further the success
of the business; and
linking pay to performance by rewarding effective individual achievement as well as business performance; and
the mix within the package which is designed to align personal reward with enhanced shareholder value over both
the short and long-term.
•
•
The Executive Directors’ and the senior executive team’s package consists of two general components:
• fixed remuneration component consisting of base salary which executives may “salary sacrifice” and other benefits;
and
• variable or “at risk” component consisting of an annual short term incentive plan for executives and a long term
incentive plan for the CEO.
Remuneration of the company’s Non-Executive Directors is determined by the Board, based on the nature of their work,
responsibilities and market comparisons. The maximum aggregate amount of fees that can be paid to Non-Executive
Directors is subject to approval shareholders.
CURRENT ASSETS
Note 8: Cash and cash equivalents
Consolidated Group
Cash at bank and in hand (1)
Reconciliation of cash
Cash at the end of the year as shown in the statement of cash flows
is reconciled to the related items in the balance sheet as follows:
Cash and cash equivalents
Bank overdraft (note 16)
(1) Includes $769,829 (2016:$496,487) in advertising levies held by
Waterco Ltd in its capacity as the franchisor of the Swimart network
and included in other creditors (see note 15). Amounts are held in
a separate bank account at year end and are subject to restrictions in
accordance with the franchise agreement and are therefore not
available for general use by Waterco Ltd.
Note 9: Trade and other receivables
Trade receivables
Less: provision for impairment of receivables
Other receivables
Insurance receivable
Sundry receivables
2017
$000
4,634
4,634
-
4,634
11,826
(422)
11,404
-
1,457
1,457
12,861
2016
$000
4,518
4,518
-
4,518
10,570
(333)
10,237
3,166
1,205
4,371
14,608
Provision For Impairment of Receivables
Current trade and term receivables are non-interest bearing loans and generally on 30-day terms. Non-current trade
and term receivables are assessed for recoverability based on the underlying terms of sale. A provision for impairment is
recognised when there is objective evidence that an individual trade or term receivable is impaired. These amounts have
been included in the other expenses item.
54
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities
Notes To The Financial Statements
For the year ended 30 June 2017
Note 9: Trade and other receivables (continued)
Movement in the provision for impairment of receivables is as follows:
Opening
Balance
1.7.2015
$000
211
Opening
Balance
1.7.2016
$000
333
Charge for
the Year
Amounts
Written Off
$000
271
$000
(149)
Charge for
the Year
Amounts
Written Off
$000
126
$000
(37)
Closing
Balance
30.6.2016
$000
333
Closing
Balance
30.6.2017
$000
422
Consolidated Group
Current trade receivables
Consolidated Group
Current trade receivables
There are $3,316,000 (2016: $3,331,000) within trade and other receivables that are not impaired and are past due.
It is expected these balances will be received in full. Impaired receivables are provided for in full.
The following table details the Group’s trade and other receivables exposed to credit risk (prior to collateral and other
credit enhancements) with ageing analysis and impairment provided for thereon. Amounts are considered as ‘past
due’ when the debt has not been settled, with the terms and conditions agreed between the Group and the customer
or counter party to the transaction. Receivables that are past due are assessed for impairment by ascertaining
solvency of the debtors and are provided for where there are specific circumstances indicating that the debt may not
be fully repaid to the Group.
The balances of receivables that remain within initial trade terms (as detailed in the table) are considered to be of high
credit quality.
Gross
amount
Past due
and
impaired
$000
$000
Past due but not impaired (days overdue)
< 30
$000
61–90
$000
31–60
$000
Within initial
trade terms
$000
> 90
$000
Consolidated Group
2017
Trade and term receivables
Other receivables
Total
2016
Trade and term receivables
Other receivables
Total
11,826
1,457
13,283
10,570
4,371
14,941
422
-
422
333
-
333
1,709
-
1,709
1,294
-
1,294
784
-
784
499
-
499
823
-
823
1,538
-
1,538
-
-
-
-
-
-
8,088
1,457
9,545
6,906
4,371
11,277
The Group does not hold any financial assets with terms that have been renegotiated, but which would otherwise be
past due or impaired.
55
ANNUAL REPORT 2017 Notes To The Financial Statements
For the year ended 30 June 2017
Note 10: Inventories
Raw materials and stores at cost
Work in progress at cost
Finished goods at cost
Goods in transit at cost
Provision for inventory write-down
Note 11: Other current assets
Prepayments
NON CURRENT ASSETS
Note 12: Interests in Subsidiaries
2017
$000
9,249
918
20,043
1,740
(2,175)
29,775
667
667
Consolidated Group
2016
$000
9,253
751
21,530
942
(1,602)
30,874
776
776
Country of
incorporation
Carries on
business in
2017
% owned
2016
Parent Entity
Waterco Limited
Controlled Entities of Waterco Limited:
Swimart Pty Ltd
Zane Solar Systems Australia Pty Ltd
Swimart Network Pty Ltd
Waterco USA Inc
Waterco Engineering Sdn Bhd
Waterco (Far East) Sdn Bhd
Watershoppe (M) Sdn Bhd
Baker Hydro (Far East) Sdn Bhd
Waterco Engineering Services Sdn Bhd**
Waterco (NZ) Ltd
Swimart (NZ) Ltd
Waterco (Guangzhou) Ltd
Waterco (C) Ltd
Waterco (Europe) Ltd
Waterco Canada Inc
PT Waterco Indonesia
Waterco International Pte Ltd
Waterco France
Australia
Australia
Australia
Australia
Australia
USA
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
New Zealand
New Zealand
China
China
United Kingdom
Canada
Indonesia
Singapore
France
Australia
Australia
Australia
USA
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
New Zealand
New Zealand
China
China
United Kingdom
Canada
Indonesia
Singapore
France
-
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
51
100
100
-
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
51
100
100
** Waterco Engineering Services Sdn Bhd (a dormant company) was placed into members voluntary winding up by
shareholders on 16 May 2017.
56
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities Notes To The Financial Statements
For the year ended 30 June 2017
Note 13: Property, plant & equipment
Freehold land at independent valuation
Land use rights
Less: accumulated amortisation
Freehold buildings at independent valuation
Less: accumulated depreciation
2017
$000
14,987
4,352
(64)
4,288
26,370
(609)
25,761
26,250
(19,820)
6,430
432
(147)
285
712
(119)
593
52,344
Consolidated Group
2016
$000
13,298
4,592
(48)
4,544
17,425
(686)
16,739
26,014
(20,355)
5,659
432
(87)
345
585
(186)
399
40,984
Plant & equipment at cost
Less: accumulated depreciation
Hire purchase assets
Less: accumulated depreciation
Leased plant & equipment at cost
Less: accumulated depreciation
Total written down value
Movements in Carrying Amounts
2017
Consolidated Group:
Balance at the beginning of year
Effects of exchange rate changes
Additions
Revaluation
Reinstatement
Disposals
Depreciation expense*
Carrying amount at the end of year
Freehold
Land Buildings
$000
$000
Land use
rights
$000
Plant &
Equipment
$000
Leased Plant
& Equipment
$000
Hire Purchase
Plant & Equipment
$000
Total
$000
13,298
(959)
-
2,648
-
-
-
14,987
16,739
(1,085)
364
5,569
4,686
-
(512)
25,761
4,544
(240)
-
-
-
-
(16)
4,288
5,659
(367)
2,953
-
-
(141)
(1,674)
6,430
399
-
393
-
-
(58)
(141)
593
345 40,984
(2,651)
-
3,710
-
8,217
-
4,686
-
(199)
-
(60)
(2,403)
285 52,344
*Depreciation expense that is absorbed into the cost of manufactured inventory is $1,072,000.
2016
Freehold
Land Buildings
$000
$000
Land use
rights
$000
Plant &
Equipment
$000
Leased Plant
& Equipment
$000
Hire Purchase
Plant & Equipment
$000
Total
$000
Consolidated Group:
13,834
Balance at the beginning of year
(297)
Effects of exchange rate changes
-
Additions
103
Revaluation
-
Impairment
(342)
Disposals
Depreciation expense*
-
Carrying amount at the end of year 13,298
16,327
725
5
666
-
(708)
(276)
16,739
3,951
626
-
-
-
-
(33)
4,544
6,361
-
1,344
-
-
(320)
(1,726)
5,659
446
-
241
-
-
(103)
(185)
399
*Depreciation expense that is absorbed into the cost of manufactured inventory is $1,141,000.
406 41,325
1,054
-
1,590
-
769
-
-
-
(1,473)
-
(61)
(2,281)
345 40,984
57
ANNUAL REPORT 2017 Notes To The Financial Statements
For the year ended 30 June 2017
Note 13: Property, Plant & Equipment (continued)
If Land & Buildings were stated at historic cost,
amounts would be as follows:
Cost
Less: Accumulated depreciation
Net book value
Consolidated Group
2017
$000
2016
$000
26,637
(6,477)
20,160
23,091
(4,192)
18,899
The groups land and buildings were revalued as per the disclosures in note 1(j). The directors consider the carrying value
of the land and buildings to be a fair reflection of their market value.
Note 14: Intangible assets
Goodwill
Less: accumulated impairment
Preliminary expenses
Product development costs
less: accumulated amortisation
81
(1)
80
-
55
-
55
135
Movements in Carrying Amounts
Consolidated Group:
Balance at the beginning of year
Additions
Disposals
Impairment/amortisation expense
Carrying amount at the end of year
Preliminary
Expense
$000
Goodwill
$000
Deferred
expenditure
$000
1
-
-
(1)
-
4
81
-
(5)
80
255
-
(200)
-
55
280
(276)
4
1
290
(35)
255
260
Total
$000
260
81
(200)
(6)
135
58
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities Notes To The Financial Statements
For the year ended 30 June 2017
CURRENT LIABILITIES
Note 15: Trade and other payables - unsecured
Trade creditors
Sundry creditors and accrued expenses (1)
(1) Included in sundry creditors are advertising levies collected
of $769,829 (2016:$496,487) and held by Waterco Ltd in its
capacity as the franchisor of the Swimart network. These amounts
are held in a separate bank account at year end (see Note 8).
Note 16: Borrowings
Bank loans - secured (refer Note 19)
Bank overdraft
Hire purchase creditors
Unexpired interest
Lease liability
Note 17: Taxes
a) Liabilities
Current
Income Tax
Non Current Deferred tax liability comprises:
Tax allowances relating to property, plant & equipment
Revaluation adjustments taken direct to equity
Other
Parent entity DTA netted off against DTL
Consolidated DTL
b) Assets
Current
Income Tax
Deferred tax assets comprises:
Provisions
Attributable to tax losses
Tax allowances relating to property, plant & equipment
Other
Parent entity DTA netted off against DTL
Consolidated DTA
59
2017
$000
7,045
4,416
11,461
2,095
-
116
(2)
179
2,388
690
1,036
3,647
(295)
4,388
(654)
3,734
-
828
18
(186)
355
1,015
(654)
361
Consolidated Group
2016
$000
5,567
3,276
8,843
5,242
-
169
(9)
151
5,553
231
1,732
910
(123)
2,519
(1,288)
1,231
-
738
80
650
185
1,653
(1,288)
365
ANNUAL REPORT 2017 Notes To The Financial Statements
For the year ended 30 June 2017
Note 17: Taxes (continued)
c) Reconciliations
i. Gross Movements
The overall movement in the deferred tax account is
as follows:
Opening balance
Credit/(Charge) to statement of comprehensive income
Credit/(Charge) to equity
Closing Balance
ii. Deferred Tax Liability
The movement in deferred tax liability for each
temporary difference during the year is as follows:
Tax allowances relating to property, plant & equipment
Opening balance
Transfer to deferred tax asset
Credit/(Charge) to statement of comprehensive income
Closing balance
Property revaluation adjustments taken direct to equity
Opening balance
Net revaluations during current period taken direct equity
Net revaluation during current period charged to statement of
comprehensive income
Closing balance
Other
Opening balance
Credit/(charge) to statement of comprehensive income
Closing balance
iii. Deferred Tax Assets
The movement in deferred tax asset for each
temporary difference during the year is as follows:
Provisions
Opening balance
Credit/(Charge) to statement of comprehensive income
Closing balance
Income tax losses
Opening balance
Credit/(Charge) to statement of comprehensive income
Credit/(Charge) to equity
Closing balance
Capital tax losses
Opening balance
Credit/(charge) to statement of comprehensive income
Closing balance
Tax allowances relating to
Property plant & equipment
Opening balance
Transfer from deferred tax liability
Credit/(Charge) to statement of comprehensive income
Closing balance
Other
Opening balance
Credit/(charge) to statement of comprehensive income
Closing balance
60
Consolidated Group
2017
$000
2016
$000
(866)
173
(2,680)
(3,373)
1,732
(760)
64
1,036
910
2,737
-
3,647
(123)
(172)
(295)
843
(15)
828
61
(60)
(1)
-
18
-
18
650
(758)
(78)
(186)
81
274
355
(1,030)
(580)
744
(866)
1,852
-
(120)
1,732
924
(14)
-
910
(147)
24
(123)
747
96
843
59
-
2
61
18
-
18
705
-
(55)
650
70
11
81
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities Notes To The Financial Statements
For the year ended 30 June 2017
Note 17: Taxes (continued)
d) Deferred tax assets not brought to account the benefits of
which can only be realised in if the conditions for
deductibility set out in note 1e occur - tax losses
- Operating losses
Note 18: Short-term provisions
Employee Benefits (see note 1g)
Opening Balance
Additional provisions
Amounts used
Closing Balance
NON-CURRENT LIABILITIES
Note 19: Borrowings
Bank loans - secured (1)
Hire purchase creditors
Unexpired interest
Lease liability
Consolidated Group
2017
$000
2016
$000
7,297
7,297
1,691
1,186
(757)
2,120
15,448
-
-
357
15,805
6,689
6,689
1,658
768
(735)
1,691
15,052
116
(2)
173
15,339
(1) Bank facilities of the group are secured by a first ranking general security interest over all the assets and undertakings
of the parent entity (including a first registered mortgage over the Rydalmere Property), and corporate guarantees from
the parent entity to the banks of an overseas subsidiary. That part of the facilities that are payable or subject to an
annual review within 12 months are classified as current.
Bank loan amount of AUD7,000,000 relates to the parent entity and bears interest at 2.835% - 3.635% repayable
by quarterly instalments with a maturity date of 25 November 2018. Bank loan amount of AUD8,447,000 relates to a
subsidiary and bears interest at 4.80%-5.10% repayable by monthly instalments with maturity dates of December 2021
and June 2031.
Note 20: Long-term provisions
Employee Benefits (see note 1g)
Opening balance
Additional provisions
Amounts used
Closing balance
a) Aggregate employee entitlement liability
b) Number of employees at year end
61
184
16
-
200
2,320
593
178
6
-
184
1,875
535
ANNUAL REPORT 2017
Notes To The Financial Statements
For the year ended 30 June 2017
Note 21: Issued capital
37,637,066 ordinary shares fully paid at
beginning of the year (2016: 36,259,090)
On 31 July 2016, 86,509 shares were purchased at $1.2173 and
cancelled under Waterco Ltd Share-buyback Scheme
On 31 August 2016, 86,386 shares were purchased at $1.2961 and
cancelled under Waterco Ltd Share-buyback Scheme
On 30 September 2016, 112,542 shares were purchased at $1.4998
and cancelled under Waterco Ltd Share-buyback Scheme
On 31 October 2016, 15,000 shares were purchased at $1.48 and
cancelled under Waterco Ltd Share-buyback Scheme
On 30 November 2016, 46,699 shares were purchased at $1.46 and
cancelled under Waterco Ltd Share-buyback Scheme
On 15 December 2016, 530,691 shares were issued at $1.38 each
under the Waterco Ltd DRP
On 31 December 2016, 10,000 shares were purchased at $1.50 and
cancelled under Waterco Ltd Share-buyback Scheme
On 31 January 2017, 35,028 shares were purchased at $1.45 and
cancelled under Waterco Ltd Share-buyback Scheme
On 28 February 2017, 180,398 shares were purchased at $1.50 and
cancelled under Waterco Ltd Share-buyback Scheme
On 31 March 2017, 12,061 shares were purchased at $1.56 and
cancelled under Waterco Ltd Share-buyback Scheme
On 30 April 2017, 5,134 shares were purchased at $1.64 and
cancelled under Waterco Ltd Share-buyback Scheme
On 31 May 2017, 57,865 shares were purchased at $1.65 and
cancelled under Waterco Ltd Share-buyback Scheme
On 30 June 2017, 25,431 shares were purchased at $1.70 and
cancelled under Waterco Ltd Share-buyback Scheme
On 14 December 2015, 1,080,154 shares were issued
at $1.04 each under the Waterco Ltd DRP
On 30 April 2016, 5,337 shares were purchased at $1.08 and
cancelled under Waterco Ltd Share-buyback Scheme
On 31 May 2016, 131,438 shares were purchased at $1.19 and
cancelled under Waterco Ltd Share-buyback Scheme
On 15 June 2016, 434,597 shares were issued at $1.10 each
under Waterco Ltd DRP
37,494,704 ordinary shares fully paid at the end of
the year (2016: 37,637,066)
Consolidated Group
2017
$000
2016
$000
39,582
38,142
(107)
(112)
(169)
(22)
(68)
732
(15)
(51)
(270)
(19)
(9)
(96)
(43)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,124
(6)
(156)
478
39,333
39,582
The company has authorised share capital amounting to 200,000,000 ordinary shares of 50 cents each. Ordinary
shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of
shares held. At the shareholders meetings, each ordinary share is entitled to one vote when a poll is called, otherwise
each shareholder has one vote on a show of hands.
62
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities Share buy- back
On 7 April 2016, the company announced the buyback of $1,000,000 worth of shares (maximum number of 925,925)
commencing on 7 April 2016 and ending on 7 April 2017 (or earlier if the $1,000,000 is purchased before then).
During the current year, the company purchased and cancelled 584,623 shares (2016:136,775) costing $833,629
(2016:$161,537). This Share buyback expired on 7 April 2017.
On 21 April 2017, the company announced a second share buyback of $2,000,000 worth of shares (Approximately
1,234,567 shares) commencing on 24 April 2017 and ending on 23 April 2018 (or earlier if the $2,000,000 is purchased
before then). During the current year, the company purchased and cancelled 88,430 shares costing $147,284.
Capital Management
Management controls the capital of the group in order to maintain a good debt to equity ratio, provide the shareholders
with adequate returns and ensure that the group can fund its operations and continue as a going concern.
The group’s debt and capital includes ordinary share capital and financial liabilities supported by financial assets.
There are no externally imposed capital requirements.
Management effectively manages the group’s capital by assessing the group’s financial risks and adjusting its capital
structure in response to changes in these risks and in the market. These responses include the management of debt
levels, distributions to shareholders and share issues.
There have been no changes in the strategy adopted by management to control the capital of the group since the
prior year. This strategy is to ensure that the group’s gearing ratio remains between 30% and 70%. The gearing ratios
for the year ended 30 June 2017 and 30 June 2016 are as follows:
Total borrowings
Less cash and cash equivalents
Net debt
Total equity
Total capital
Gearing ratio
2017
$000
18,193
(4,634)
13,559
64,379
77,938
21%
Consolidated Group
2016
$000
20,892
(4,518)
16,374
59,313
75,687
28%
63
ANNUAL REPORT 2017 Notes To The Financial Statements
For the year ended 30 June 2017
Note 22: Reserves
a) Capital profits
The capital profits reserve relates to non taxable
profits on sale of property.
Note
No.
Consolidated Group
2016
$000
211
2017
$000
211
b) Foreign currency translation
(7,266)
(4,449)
The foreign currency translation reserve records
exchange differences on translation of foreign
controlled subsidiaries
c) Asset revaluation reserve
Balance at the beginning of the year
Property revaluation increment (net of tax and reinstatement)
Balance at the end of the year
The asset revaluation reserve records the revaluation of
non-current assets
d) Share options reserve
Balance at the beginning of the year
Transfer to retained earnings
Balance at the end of the year
The share options reserve records the
cost of the share option plan
Note 23: Retained earnings
Opening retained earnings
Net profit attributable to the members of the parent entity
Transfer from share option reserve
Dividends paid
Closing retained earnings
28
13,253
6,294
19,547
-
-
-
11,083
2,169
13,252
20
(20)
-
12,492
9,014
10,194
3,635
-
(1,870)
11,959
9,949
2,784
20
(2,559)
10,194
64
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities Notes To The Financial Statements
For the year ended 30 June 2017
Note 24: Lease and hire purchase commitments
Finance leases
Lease expenditure contracted and provided for:
not later than one year
later than one year but not later than five years
Total minimum lease commitments
Less: future finance charges
Lease liability
Current portion
Non-current portion
Hire Purchase commitments
HP Expenditure contracted and provided for:
not later than one year
later than one year but not later than five years
Total minimum HP commitments
Future interest charges
Hire Purchase creditors
Current portion
Non-current portion
Note
No.
16
19
16
19
Consolidated Group
2016
$000
157
186
343
(19)
324
151
173
324
169
116
285
(11)
274
160
114
274
2017
$000
202
376
578
(42)
536
179
357
536
116
-
116
(2)
114
114
-
114
Finance leases and hire purchase agreements of 3 or 4 years are taken out on motor vehicles, forklifts and IT equipment
with an option to purchase the asset at the end of the lease term at a residual of 30% to 45% depending on the asset.
Operating lease payable:
Non-cancellable operating leases contracted but not
capitalised in the financial statements
not later than one year
later than one year but not later than five years
1,941
4,307
6,248
1,781
4,532
6,313
65
ANNUAL REPORT 2017 Notes To The Financial Statements
For the year ended 30 June 2017
Note 25: Contingent Liabilities
Estimate of the maximum amount of contingent
liabilities that may become payable
Guarantees provided to banks on behalf of a subsidiary
Guarantees of leases of premises subleased to franchisees
Note 26: Related Parties
(A) Transactions with director related parties
i) Sales made to Asiapools (M) Sdn Bhd.
Mr S S Goh, a shareholder has significant influence over
Asiapools (M) Sdn Bhd.
(ii) Payments made to Mint Holdings Pty Ltd for rental of
warehouses and offices.
Mr S S Goh is a director and shareholder of Mint Holdings Pty Ltd
(iii) Management fee charged to Mint Holdings Pty Ltd for
administration and secretarial services.
2017
$000
4,676
8,588
13,264
155
638
51
Consolidated Group
2016
$000
3,397
8,852
12,249
133
713
48
66
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities Notes To The Financial Statements
For the year ended 30 June 2017
Segment assets
Where an asset is used across multiple segments,
the asset is allocated to the segment that receives
the majority of the economic value from the asset. In
the majority of instances, segment assets are clearly
identifiable on the basis of their nature and physical
location.
Segment liabilities
Liabilities are allocated to segments where is a direct
nexus between the incurrence of the liability and the
operations of the segment.
Unallocated items
The following items of revenue, expenses, assets and
liabilities are not allocated to operating segments as
they are not considered part of the core operations of
any segment:
– other revenues
Note 27: Operating Segments
Segment Information
Identification of reportable segments
The group has identified its operating segments based
on the internal reports that are reviewed and used by the
Board of Directors (chief operating decision makers) in
assessing performance and determining the allocation
of resources.
The group is managed primarily on the basis of location
since the group’s operations have similar risk profiles
and performance criteria. Operating segments are
therefore determined on the same basis.
The group operates predominantly in one industry
being the manufacture and wholesale of swimming pool
chemicals, accessories and equipment, manufacture
and sale of solar pool heating systems and as a
franchisor of swimming pool outlets retailing swimming
pool accessories and equipment.
Basis of accounting for the purposes of reporting
by operating segments
Accounting Policies Adopted
Unless stated otherwise, all amounts reported to the
Board of Directors as the chief decision maker with
respect to operating segments are determined in
accordance with accounting policies that are consistent
to those adopted in the annual financial statements of
the Group.
Inter-segment transactions
An internally determined transfer price is set for all
inter-entity sales. The price is reviewed annually (unless
special circumstances arise) and is based on what
would be realised in the event the sale was made to
an external party at arm’s length under the same terms
and conditions. All such transactions are eliminated on
consolidation for the Group’s financial statements.
Corporate charges are allocated to reporting segments
based on the services provided to those reporting
segments.
receivable are
loans payable and
Inter-segment
initially recognised at the consideration received net of
transaction costs. If inter-segment loans receivable and
payable are not on commercial terms, these are not
adjusted to fair valued based on market interest rates.
67
ANNUAL REPORT 2017 Notes To The Financial Statements
For the year ended 30 June 2017
Note 27: Operating Segments (continued)
Geographical Segments
AUSTRALIA &
NEW ZEALAND
$000
56,626
1,280
57,906
ASIA
$000
12,364
23,159
35,523
2017
NORTH
AMERICA &
EUROPE
$000
CONSOLIDATED
GROUP
$000
13,518
969
14,487
82,508
25,408
107,916
2,697
(25,408)
85,205
6,437
2,535
(946)
8,026
77,835
53,715
(13,188)
118,362
(2,697)
5,329
1,782
29,320
1,804
25,855
124
4,978
(17,585)
100,777
3,710
60,153
(23,755)
36,398
REVENUE
Sales to customers outside the
consolidated group
Intersegment sales
Total segment revenue
Reconciliation of segment
revenue to group revenue
Other revenue
Intersegment elimination
Total group revenue
Segment net profit/(loss) from
continuing operations
before tax
Reconciliation of segment result to
group net profit/(loss) before tax
Unallocated items
- other
Net profit/(loss) before tax from
continuing operations
Segment assets
Segment asset increases for
the period
Reconciliation of segment
assets to group assets
Intersegment eliminations
Total group assets
Capital expenditure
Segment liabilities
Reconciliation of segment liabilities
to group liabilities
Intersegment eliminations
Total group liabilities
68
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities Notes To The Financial Statements
For the year ended 30 June 2017
Note 27: Operating Segments (continued)
Geographical Segments
AUSTRALIA &
NEW ZEALAND
$000
54,322
1,228
55,550
2016
ASIA
$000
12,115
24,266
36,381
NORTH
AMERICA &
EUROPE
$000
CONSOLIDATED
GROUP
$000
15,278
1,510
16,788
81,715
27,004
108,719
2,256
(27,004)
83,971
4,821
2,113
(855)
6,079
(2,256)
3,823
69,059
49,238
(11,378)
106,919
689
23,319
452
22,227
153
6,082
(14,534)
92,385
1,294
51,628
(18,556)
33,072
REVENUE
Sales to customers outside the
consolidated group
Intersegment sales
Total segment revenue
Reconciliation of segment
revenue to group revenue
Other revenue
Intersegment elimination
Total group revenue
Segment net profit/(loss) from
continuing operations
before tax
Reconciliation of segment result to
group net profit/loss before tax
Unallocated items
- other
Net profit before tax from
continuing operations
Segment assets
Segment asset increases for
the period
Reconciliation of segment
assets to group assets
Intersegment eliminations
Total group assets
Capital expenditure
Segment liabilities
Reconciliation of segment liabilities
to group liabilities
Intersegment eliminations
Total group liabilities
69
ANNUAL REPORT 2017 Notes To The Financial Statements
For the year ended 30 June 2017
Note 28: Dividends Paid or Proposed
Final fully franked ordinary dividend of 3c per share (2016:5c)
franked at the tax rate of 30% paid
Interim fully franked ordinary dividend of 2c per share (2016:2c)
franked at the tax rate of 30% paid
Proposed final fully franked ordinary dividend of 3 per share
(2016: 3c) franked at the tax rate of 30%
2017
$000
1,119
751
1,870
1,122
Consolidated Group
2016
$000
1,813
746
2,559
1,129
Balance of franking account at year end adjusted for franking credits
arising from payment of income tax payable, payment of proposed
dividends and franking credits not available for distribution
5,105
4,734
Note 29: Earnings Per Share
Reconciliation of Earnings to Net Profit
Net Profit
Net Profit attributable to outside equity interest
Earnings used in the calculation of basic EPS
Earnings used in the calculation of diluted EPS
a) Weighted average number of ordinary shares outstanding during
the year used in calculation of basic EPS
b) Weighted average number of ordinary shares outstanding during
the year used in calculation of diluted EPS
Note 30: Events Subsequent to Reporting Date
There were no reportable events subsequent to balance date.
3,707
72
3,635
3,635
37,565
37,565
2,850
66
2,784
2,784
36,827
36,827
70
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities Notes To The Financial Statements
For the year ended 30 June 2017
Note 31: Financial Risk Management
The Audit Committee
(AC) has been delegated
responsibility by the Board of Directors for, amongst
other issues, monitoring and managing financial risk
exposures of the Group. The AC monitors the Group’s
financial risk management policies and exposures and
approves financial transactions within the scope of its
authority. It also reviews the effectiveness of internal
controls relating to commodity price risk, counter party
credit risk, currency risk, financing risk and interest rate
risk. The AC meets on a bi-monthly basis and minutes
of the AC are reviewed by the Board.
The AC’s overall risk management strategy seeks to
assist the consolidated group in meeting its financial
targets, while minimising potential adverse effects on
financial performance. Its functions include the review
of the use of hedging derivative instruments, credit risk
policies and future cash flow requirements.
The main risks the group is exposed to through its
financial instruments are interest rate risk, credit risk,
foreign currency risk, liquidity risk and price risk.
(a) Interest Rate Risk
The consolidated group’s exposure to interest rate
risk, which is the risk that a financial instrument’s
value will fluctuate as a result of changes in market
interest rates and the effective weighted average
interest rates on classes of financial assets and
liabilities.
(b) Credit Risk
The maximum exposure to credit risk, excluding the
value of any collateral or other security, at balance
date to recognised financial assets is the carrying
amount, net of any provisions for doubtful debts, as
disclosed in the statement of financial position and
notes to the financial statements.
Credit risk is managed through maintenance of
procedures in relation to approval, granting and
renewal of credit limits, regular monitoring of
exposures against such limits and the monitoring
of the financial stability of significant customers.
Such monitoring is used in assessing receivables
for impairment. Depending on the subsidiary, credit
terms are generally 30 days from invoice month.
Credit risk for derivative financial instruments arises
from the potential failure by counter parties to the
contract to meet their obligations. The credit risk
exposure to forward exchange contracts and interest
rate swaps is the net fair value of these contracts as
disclosed in (c).
The Group has no single concentration of credit
risk with any single debtor or group of debtors.
However, on a geographical basis, the group has
significant credit exposure to Australia,New Zealand
and Canada given the substantial operations in
those regions.
Trade and other receivables that are neither past
due or impaired are considered to be of high credit
quality. Aggregates of such amounts are as detailed
in Note 9.
(c) Foreign Currency Risk
The parent entity is exposed to fluctuations in foreign
currencies arising from the sale and purchase
of goods in currencies other than the group’s
measurement currency.
The parent entity has forward contracts in place at
balance date relating to highly probable forecast
transactions. There are no forward contracts taken
out by any other member in the group These
contracts commit the group to buy and sell specified
amounts of foreign currencies in the future at
specified exchange rates.
Contracts are taken out with terms that reflect the
underlying settlement terms of the commitment
to the maximum extent possible so that hedge
ineffectiveness is minimised.
The following table summarises the notional amounts
of the Group (and parent entity) commitments in
relation to forward exchange contracts.
Notional Amounts
2017
$000
2016
$000
Average Exchange Rate
2016
$000
2017
$000
Consolidated Group (and Parent Entity)
Buy USD/Sell AUD
- Less than 6 months
2,625
5,503
0.7618
0.7269
71
ANNUAL REPORT 2017 Notes To The Financial Statements
For the year ended 30 June 2017
Note 31: Financial Risk Management (continued)
d) Liquidity Risk
The group manages liquidity risk by monitoring forecast cash flows and ensuring that adequate unutilised
borrowing facilities are maintained.
Financial liability and financial asset maturity analysis
Consolidated Group
Within 1 Year
1 to 5 Years
Over 5 years
Total
2017
$000
2016
$000
2017
$000
2016
$000
2017
$000
2016
$000
2017
$000
2016
$000
Financial Assets
Cash
Receivables
Total anticipated
inflows
Financial Liabilities
Bank overdraft
Bank loans
Trade and other
payable
Hire purchase
creditors
Lease Liabilities
Total contractual
outflows
Less bank overdrafts
Total expected
outflows
Net (outflow) on
financial
instruments
4,634
12,861
4,518
14,608
17,495
19,126
-
-
-
-
-
-
-
2,095
-
5,242
-
15,448
-
15,052
11,461
8,843
114
179
160
152
-
-
357
-
114
173
13,849
-
14,397
-
15,805
-
15,339
-
13,849
14,397
15,805
15,339
3,646
4,729
(15,805)
(15,339)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,634
12,861
4,518
14,608
17,495
19,126
-
17,543
-
20,294
11,461
8,843
114
536
274
325
29,654
-
29,736
-
29,654
29,736
(12,159)
(10,610)
72
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities Notes To The Financial Statements
For the year ended 30 June 2017
Note 31: Financial Risk Management (continued)
e) Price Risk
Price risk relates to the risk that the fair value or future cashflows of a financial instrument will fluctuate because of
changes in market prices largely due to demand and supply factors for commodities.
Net Fair Values
The net fair value of bank overdrafts, bank loans and lease liabilities is determined by discounting the cash flows, at
market interest rates of similar borrowings, to their present value. Their net fair value is adjusted for any costs involved
in settling the instrument.
Financial Liabilities
Bank loans
Hire purchase creditors
Lease liabilities
2017
2016
Carrying
Amount
$000
Net Fair
Value
$000
Carrying
Amount
$000
17,543
114
536
18,193
17,718
120
563
18,401
20,294
274
324
20,892
Net Fair
Value
$000
20,497
288
340
21,125
For financial assets and other liabilities, the net fair value approximates their carrying value. Financial assets where the
carrying amount exceeds the net fair values have not been written down as the consolidated group intends to hold
these assets to maturity.
Sensitivity Analysis
The following table illustrates sensitivities to the Group’s exposures to changes in interest rates and exchange rates.
The table indicates the impact on how profit and equity values reported at balance date would have been affected by
changes in the relevant risk variable that management considers to be reasonably possible. The sensitivity assumes
the movement in a particular variable is independent to other variables.
Year ended 30 June 2017
+/- 2% in interest rates
+/- 5% in $A/$US
Year ended 30 June 2016
+/- 2% in interest rates
+/- 5% in $A/$US
Consolidated Group
Profit
$000
+/-500
+/-897
+/-557
+/-939
Equity
$000
+/-500
+/-897
+/-557
+/-939
73
ANNUAL REPORT 2017 Notes To The Financial Statements
For the year ended 30 June 2017
Note 32: Cash Flow Information
a) Reconciliation of cash flows from operations with profit
after income tax.
Profit after income tax
Non-cash flows in profit
Depreciation
Impairment and amortisation
(Profit) on sale of non current assets
Changes in Assets and Liabilities:-
Trade debtors
Provision for doubtful debts
Other debtors
Inventories
Prepayments
Deferred tax assets
Expenditure carried forward
Trade creditors
Other creditors
Provision for employee benefits
Provision for tax
Provision for deferred tax
Cashflow – Non Operating Activities:
Dividends Received
Cash Flows provided by operations
Consolidated Group
2017
$000
2016
$000
3,707
2,387
22
(2)
(1,256)
89
(340)
1,099
109
638
201
1,478
1,140
445
459
(545)
-
9,631
2,850
2,367
20
(55)
1,273
123
732
3,096
67
(54)
60
(2,735)
(561)
39
(48)
(110)
-
7,064
b) Non Cash Financial and investment activities
1) Property, Plant and Equipment
During the year, the consolidated group acquired plant and equipment with an aggregate fair value of $392,369
(2016:$240,918) by means of finance leases. These acquisitions are not reflected in the statement of cash flows.
c) Financing Facilities
The following lines of credit were available at balance date:
Fully Drawn Advance Facilities
Master lease facilities
Amount utilised
Amount unutilised
29,228
1,883
31,111
13,814
17,297
34,542
1,825
36,367
16,396
19,971
The Fully Drawn Advance Facilities of the parent entity are due to expire on 27 November 2018 (refer to note 16).
The parent entity expects to renew these facilities on expiry date.
The Fully Drawn Advance Facilities of the controlled entity are due to expire on 31 December 2021 and 30 June 2031.
The controlled entity expects to renew these facilities on expiry date.
74
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities
Notes To The Financial Statements
For the year ended 30 June 2017
Valuation techniques
The Group selects a valuation technique that is
appropriate in the circumstances and for which
sufficient data is available to measure fair value. The
availability of sufficient and relevant data primarily
depends on the specific characteristics of the asset
or liability being measured. The evaluation techniques
selected by the Group are consistent with one or more
of the following valuation approaches:
– Market approach: valuation techniques that use
prices and other relevant information generated by
market transactions for identical or similar assets or
liabilities.
–
Income approach: valuation
that
convert estimated future cash flows or income and
expenses into a single discounted present value.
techniques
– Cost approach: valuation techniques that reflect
the current replacement cost of an asset at its
current service capacity.
Each valuation technique requires inputs that reflect the
assumptions that buyers and sellers would use when
pricing the asset or liability, including assumptions
about risks. When selecting a valuation technique, the
Group gives priority to those techniques that maximise
the use of observable inputs and minimise the use of
unobservable inputs. Inputs that are developed using
market data (such as publicly available information
on actual transactions) and reflect the assumptions
that buyers and sellers would generally use when
pricing the asset or liability are considered observable,
whereas inputs for which market data is not available
and therefore are developed using the best information
available about such assumptions are considered
unobservable.
Note 33: Fair Value Measurements
The Group measures and recognises the following
assets and liabilities at fair value on a recurring basis
after initial recognition:
-derivative financial instruments;
-freehold land and buildings;
The Group subsequently measures some items of
freehold land and buildings at fair value on a non
recurring basis.
The Group does not subsequently measure any
liabilities at fair value on a non-recurring basis.
a) Fair Value Hierarchy
AASB 13: Fair Value Measurement requires the
disclosure of fair value information by level of the
fair value hierarchy, which categorises fair value
measurements into one of three possible levels
based on the lowest level that an input that is
significant to the measurement can be categorised
into as follows:
Level 1
Level 2
Level 3
Measurements
based on
unobservable
inputs for the
asset or liability.
Measurements
based on
quoted prices
(unadjusted) in
active markets
for identical
assets or
liabilities that
the entity can
access at the
measurement
date.
Measurements
based on
inputs other
than quoted
prices included
in Level 1 that
are observable
for the asset or
liability, either
directly or
indirectly.
The fair values of assets and liabilities that are not
traded in an active market are determined using
one or more valuation techniques. These valuation
techniques maximise, to the extent possible, the use
of observable market data. If all significant inputs
required to measure fair value are observable, the
asset or liability is included in Level 2. If one or more
significant inputs are not based on observable market
data, the asset or liability is included in Level 3.
75
ANNUAL REPORT 2017 Notes To The Financial Statements
For the year ended 30 June 2017
Note 33: Fair Value Measurements (continued)
The following tables provide the fair values of the Group’s assets and liabilities measured and recognised on a
recurring basis after initial recognition and their categorisation within the fair value hierarchy:
Note
No
13
13
Note
No
13
13
Recurring fair value measurements
Non-financial assets
Freehold land
Freehold buildings
Total non-financial assets
recognised at fair value on a
recurring basis
Total non-financial assets
recognised at fair value
Recurring fair value measurements
Non-financial assets
Freehold land
Freehold buildings
Total non-financial assets
recognised at fair value on a
recurring basis
Total non-financial assets
recognised at fair value
Level 1
$000
30 June 2017
Level 2
$000
Level 3
$000
Total
$000
-
-
-
-
-
-
-
-
14,987
25,761
40,748
40,748
14,987
25,761
40,748
40,748
Level 1
$000
30 June 2016
Level 2
$000
Level 3
$000
Total
$000
-
-
-
-
-
-
-
-
13,298
16,739
30,037
30,037
13,298
16,739
30,037
30,037
b. Valuation Techniques and Inputs Used to Measure Level 3 Fair Values
Description
Fair Value at 30 June
2017
Valuation Technique(s)
Inputs Used
Non-financial assets
Freehold land(i)
$000
14,987
Freehold buildings(i)
25,761
40,748
Market approach using recent
observable market data for similar
properties; income approach using
discounted cash flow methodology
Market approach using recent
observable market data for similar
properties; income approach using
discounted cash flow methodology
Price per hectare; market
borrowing rate
Price per square metre;
market borrowing rate
(i) The fair value of freehold land and buildings is determined at least every three years based on valuations from independent
valuers. At the end of each intervening period, the directors review the independent valuation and, when appropriate,
update the fair value measurement to reflect current market conditions using a range of valuation techniques, including
recent observable market data and/or discounted cash flow methodologies.
There were no changes during the period in the valuation techniques used by the Group to determine Level 3 fair values.
76
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities
Notes To The Financial Statements
For the year ended 30 June 2017
Note 33: Fair Value Measurements (continued)
c. Disclosed Fair Value Measurements
The following assets and liabilities are not measured at fair value in the statement of financial position, but their fair
values are disclosed in the notes:
– lease liability;
– bank debt;
The following table provides the level of the fair value hierarchy within which the disclosed fair value measurements
are categorised in their entirety and a description of the valuation technique(s) and inputs used:
Description
Assets
Liabilities
Lease liability
Bank debt
Note
Fair Value
Hierarchy Level
Valuation Technique(s)
Inputs Used
31
31
2
2
Income approach using
discounted cash flow
methodology
Current commercial
borrowing rates for similar
instruments
Income approach using
discounted cash flow
methodology
Current commercial
borrowing rates for similar
instruments
There has been no change in the valuation technique(s) used to calculate the fair values disclosed in the notes to the
financial statements.
Note 34: Company Details
The registered office of the company is:
Waterco Limited
36 South Street
Rydalmere NSW 2116
77
ANNUAL REPORT 2017
Directors' Declaration
In accordance with a resolution of the directors of Waterco Limited, the directors of the company declare that:
1. the financial statements and notes, as set out on pages 34 to 77 are in accordance with the Corporations Act
2001 and:
a. comply with Australian Accounting Standards, which, as stated in accounting policy Note 1 to the financial
statements, constitutes compliance with International Financial Reporting Standards (IFRS); and
b. give a true and fair view of the financial position as at 30 June 2017 and of the performance for the year ended
on that date of the consolidated group;
2. 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; and
3. the directors have been given the declarations required by s295A of the Corporations Act 2001 from the Chief
Executive Officer and Chief Financial Officer.
Soon Sinn Goh
Chief Executive Officer
Dated at Sydney this 12 September 2017
78
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities
Independent Auditor's Report
to the members of Waterco Ltd
79
ANNUAL REPORT 2017 Independent Auditor's Report
to the members of Waterco Ltd
80
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities Independent Auditor's Report
to the members of Waterco Ltd
81
ANNUAL REPORT 2017 Shareholder Information
For the year ended 30 June 2017
(a) Distribution of Shareholders as at 18 August 2017
1
1,001
5,001
10,001
100,001
Range
-
-
-
-
-
1,000
5,000
10,000
100,000
and over
Total Holders
250
231
76
85
28
670
Options
-
-
-
-
-
(b) Marketable Parcel
35 shareholders hold less than a marketable parcel.
(c) Substantial Shareholders
The following information is extracted from the company’s register as at 18 August 2017
Name
S S Goh Group
Redbrook Nominees Pty Ltd
Acres Holdings Pty Ltd
(d) Voting Rights
Number of shares
21,705,978
2,763,631
2,114,136
For all shares, voting rights are one vote per member on a show of hands and one vote
per share on a poll.
(e) Twenty Largest Shareholders
The twenty largest shareholders hold 88.66% of the total shares issued.
Name
Number of shares
Mr Soon Sinn Goh
Redbrook Nominees Pty Ltd
Acres Holdings Pty Ltd
Goh Lai Huat & Sons Sdn Bhd
Mr Soon Leong Goh
Mr Swee Kheong Goon
Mrs Christine Goh
Mrs Janet Swee Nyet Goh
Leitch Pty Ltd (Leitch Super Fund A/C)
1
2
3
4
5
6
7
8
9
10 Mr Benjamin Francis Hunt (B F Hunt Super Fund A/C)
11 Mr Chu Shien Chang
12 GWK Corporation Pty Ltd
13
14 GSS Holdings Sdn Bhd
15
16
17 Mr Tiow Lip Lee
18 Ms May-Yin Goh
19 Mr Bryan Weng Keong Goh
20 Mr Shane Goh
TOTAL
Brazil Enterprises Pty Ltd
S G Corporation Pty Limited
Deuteronomy Pty Ltd (Dennis Hambleton SF A/C)
18,905,978
3,113,029
2,964,883
2,500,000
681,384
562,717
500,000
447,112
421,001
370,223
340,281
334,387
310,070
300,000
295,173
281,739
245,386
225,267
200,734
188,607
33,187,971
%
50.51
8.32
7.92
6.68
1.82
1.50
1.34
1.19
1.12
0.99
0.91
0.89
0.83
0.80
0.79
0.75
0.66
0.60
0.54
0.50
88.66
(f) Stock Exchange Listing
The shares of Waterco Limited are listed on the Australian Stock Exchange under the trade symbol WAT.
82
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities Corporate Directory
Directors
Soon Sinn Goh
Bryan Goh
Garry Norman
Ben Hunt
Richard Ling
Secretaries
Bee Hong Leo
Gerard Doumit
Registered office
36 South Street, Rydalmere NSW 2116
Tel: + 61 2 9898 8600
Fax: + 61 2 9898 1877
Website: www.waterco.com
E-mail: administration@waterco.com
Share Registry
Computershare Investor Services Pty Ltd
GPO Box 2975, Melbourne VIC 3000
Tel: 1300 85 05 05
Offices – Australia
NSW
36 South Street, Rydalmere NSW 2116
Tel: + 61 2 9898 8600
QLD
77 Nealdon Drive, Meadowbrook QLD 4131
Postal Address: PO Box 606
Springwood QLD 4127
Tel: + 61 7 3299 9999
VIC
Unit 1, 6 Samantha Court, Knoxfield Vic 3180
Tel: + 61 3 9764 1211
WA
2 Stretton Place, Balcatta WA 6021
Tel: + 61 8 9273 1900
SA
580 Torrens Road, Woodville North SA 5012
Tel: + 61 8 8244 6000
Auditors
RSM Australia Partners
Level 13,
60 Castlereagh St Sydney, NSW 2000
Banker
Commonwealth Bank of Australia
9-11 Betty Cuthbert Ave
Ermington NSW 2115
Offices – International
Canada
6185-118 boul. Taschereau, suite 389
Brossard, QC J4Z 0E4
Tel: + 1 450 748-1421
China
No.132 Buling Road, Yonghe District, GETDD
Guangzhou 511356, PR China
Tel: + 86 20 3222 2180
Indonesia
Inkopal Plaza Kelapa Gading
Blok B No. 31-32
Jl. Raya Boulevard Barat Jakarta 14240, Indonesia
Tel: + 62 21 45851481
Malaysia
Lot 832, Jalan Kusta
Kawasan Perindustrian SB Jaya
47000 Sungai Buloh, Selangor Darul Ehsan
Tel: + 60 3 6145 6000
New Zealand
7 Industry Road, Penrose,
1061 Auckland, New Zealand
Tel: + 64 9 525 7570
Singapore
24 Peck Seah Street
#05-02/04 Nehsons Building
Singapore 079314
Tel: + 65 6344 2378
United Kingdom and France
Radfield, London Road, Teynham Sittingbourne,
Kent, ME9 9PS, UK
Tel: + 44 1795 521733
United States Of America
1812 Tobacco Rd Augusta, GA 30906, USA
Tel: + 1 706 793 7291
83
ANNUAL REPORT 2017 84
WATERCO LIMITED ABN 62 002 070 733 And Controlled Entities WATERCO LIMITED ABN 62 002 070 733
Registered Office
36 South Street, Rydalmere NSW 2116
T: +61 2 9898 8600
W: www.waterco.com.au E: administration@waterco.com
F: +61 2 9898 1877
85
ANNUAL REPORT 2017