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CAPRAL LIMITED — Annual Report 2019
Feb 25, 2020
64599_rns_2020-02-25_6130ec44-4a38-407d-aa4f-c664e2d4a82e.pdf
Annual Report
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CAPRAL
ASX ANNOUNCEMENT
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26 February 2020
FY19 Results
Please see attached Capral’s Full Year Report 2019 and accompanying FY19 Results Presentation. Summarised below are the key highlights:
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Trading EBITDA[1] $11.0 million, down on $14.3 million in 2018, off 6% lower volume
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The downturn in residential construction continued while commercial construction and our key industrial markets were steady throughout 2019.
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Margins adversely impacted by lower manufacturing volume and fixed cost under absorption.
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Strong balance sheet with net cash at $17.9 million, after dividend payment and restructuring cost in second half.
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Key capital investment automation projects successfully completed.
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Restructure and downsizing of major manufacturing plant in QLD successfully completed and started delivering savings in 2H19.
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Increased anti-dumping measures on Chinese extrusion imports were announced midyear and, together with a focus on circumvention surveillance, should assist to improve domestic extrusion volumes going forward.
Capral’s Managing Director and Chief Executive Officer, Tony Dragicevich, and Chief Financial Officer, Tertius Campbell, will host a teleconference commencing at 11:00 am (AEST) today.
Dial-in details for the teleconference are as follows:
Australia: +61 2 9007 3187 or 1800 558 698 Conference ID: 10004051
Approved and authorised for release by Capral’s Board of Directors.
For further information please contact:
Corporate Investors
Lyn McGee, Capral Adrian Mulcahy, Market Eye P: + 61 2 8222 0112 P: +61 3 9591 8902 E: [email protected] E: [email protected]
Capral Limited ABN 78 004 213 692 ASX: CAA
Level 4, 60 Phillip St Parramatta NSW 2150 PO Box 209, Parramatta CBD BC NSW 2124
T 02 8222 0112 F 02 8222 0130
1 For an explanation refer to the documents attached to this release
www.capral.com.au
Page 1 of 1
Capral Limited
THE PRELIMINARY REPORT GIVEN TO ASX UNDER LISTING RULE 4.3A
Appendix 4E - Preliminary Final Report
Name of Entity CAPRAL LIMITED A.B.N 78 004 213 692 Year Ended 31/12/2019 Reporting Period 1 January 2019 to 31 December 2019
Previous Period 1 January 2018 to 31 December 2018
Results for announcement to the market
| Results for announcement to the market | |||||
|---|---|---|---|---|---|
| 2.1 Revenues from ordinary activities 2.2 (Loss)/profit from ordinary activities after tax attributable to members 2.3 Net (loss)/profit for the period attributable to members 2.4 Dividends Special Dividend Final Dividend |
31 December 2019 31 December 2018 $'000 $'000 |
Change Change $'000 % |
|||
| 418,956 | 455,107 | (36,151) | (7.9) | ||
| (4,240) | 6,415 | (10,655) | (166.1) | ||
| (4,240) | 6,415 | (10,655) | (166.1) | ||
| 31 December 2019 | 31 December 2018 | ||||
| Amount per security |
Imputed amount per security |
Amount per security |
Imputed amount per security |
||
| - | - | 0.0050 | 0.0050 | ||
| 0.0050 | 0.0050 | 0.0100 | 0.0100 |
2.5 Record date for determining entitlements to and the date for payments of the dividends (if any)
10 March 2020
2.6 Explanation of 2.1 to 2.4
Please refer to the Managing Director's Operations and Financial Review (included with this Report) for explanation of the results.
3.0 Net Tangible Assets per security
| 31 December 2019 | 31 December 2018 | |
|---|---|---|
| NTA(cents pershare) | 18.5 | 26.7 |
| Numberofshares | 484,390,895 | 480,289,334 |
4.0 Entities over which control has been gained or lost
Not Applicable
5.0 Individual and total dividends
A final dividend in respect of the financial year ended 31 December 2018 was paid on 22 March 2019, at 1.00 cents per ordinary share fully franked. It is proposed that a final dividend of 0.5 cent per ordinary share, fully franked, be paid on 25 March 2020.
6.0 Dividend or dividend reinvestment plans
The Capral Dividend Reinvestment Plan has been in operation since 1 February 2020 and will be available to all eligible shareholders. Last date for the receipt of an election notice for participation in the dividend reinvestment plan is 13 March 2020.
7.0 Associates and joint venture entities
Not Applicable
This Report has been prepared in accordance with ASX Listing Rule 4.3A and has been audited.
8.0 Basis of Preparation of Preliminary Final Report
Capral Limited
CONTENTS
| APPENDIX 4E | (Cover) |
|---|---|
| CHAIRMAN'S REPORT | 1 |
| MANAGING DIRECTOR'S OPERATIONS AND FINANCIAL REVIEW | 3 |
| BOARD OF DIRECTORS | 5 |
| SUSTAINABILITY REPORT | 6 |
| DIRECTORS’ REPORT | 8 |
| Remuneration Report (Audited) | 10 |
| AUDITOR'S INDEPENDENCE DECLARATION | 23 |
| CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER | |
| COMPREHENSIVE INCOME | 24 |
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION | 25 |
| CONSOLIDATED STATEMENT OF CASH FLOWS | 26 |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY | 27 |
| NOTES TO THE FINANCIAL STATEMENTS | 28 |
| DIRECTORS' DECLARATION | 63 |
| INDEPENDENT AUDITOR'S REPORT | 64 |
1
Capral Limited
CHAIRMAN'S REPORT
Financial Results
The Company recorded a Net Loss After Tax of $4.2 million for the year ended 31 December 2019 (2018: Profit $6.4 million).
Sales revenues for the year of $419 million were 8% lower than the $455 million achieved in 2018, primarily as a result of 6% lower volumes compared to the prior year. As a result of the decrease in revenues, Capral delivered a Trading EBITDA¹ of $11.0 million for the year (2018: $14.3 million). EBITDA at $19.9 million is not directly comparable with FY18 EBITDA of $13.1 million due to the impact of adopting AASB16 during the year.
The 2019 year was a tale of two halves for Capral.
| H1 2019 | H2 2019 | FY 2019 | H1 2018 | H2 2018 | FY 2018 | |
|---|---|---|---|---|---|---|
| Total Volume | 27kt | 30kt | 57kt | 30kt | 31kt | 61kt |
| Total Revenues | $201m | $218m | $419m | $223m | $232m | $455m |
| Trading EBITDA | $2.4m | $8.6m | $11.0m | $6.9m | $7.4m | $14.3m |
While lower Trading EBITDA in the first half was primarily due to lower volumes, the Company’s volumes recovered modestly in the second half of 2019. The benefit of more stable volumes in the final 6 months of 2019 were partly offset by continued pricing pressure from local competitors’ and low-priced imports. However, the higher volume levels and the permanent operational savings achieved from automation and the right sizing of Bremer Park operations produced Trading EBITDA of $8.6 million in the second half, compared to $7.4 million in 2018.
The Net Loss After Tax of $4.2 million included LME stock revaluation charges of $1.1 million and Abnormal charges of $6.7 million, which relate primarily to the costs incurred in right sizing and restructuring our operations at Bremer Park. The LME price fell meaningfully in the final months of 2018 and continued to be soft throughout 2019.
Year-end net cash on hand was $17.9 million. Capral has a strong balance sheet, supported by a $50 million facility with the ANZ which was extended during the year through to January 2021.
The major portion of the Company’s $5.0 million cash expenditure on capital items in 2019, on top of the $10.4 million invested in 2018, is directed towards productivity improvements. These capital investment projects in new technology and automation to improve Capral’s long-term competitive position are contributing to reduced costs through increased productivity.
Operations
The Bremer Park restructure was an important milestone for the Company. Through the closure of the anodising operation and an excess paint line, combined with the right sizing of our extrusion operations, our fixed cost base has been substantially reduced. In addition, further savings were achieved through lease negotiations and additional space to a third-party sublease. Our goal at Bremer Park was not simply to take out costs, but to make structural improvements to the way we operate. The total annualised savings are expected to be in the order of $8 million.
By driving costs lower and optimising our full value chain, Capral seeks to achieve sustainable profitability and leverage. This will improve the overall health of the company at current activity levels and prepare us better to leverage our cost base to higher volumes.
Increased measures against dumped Chinese imports were introduced in mid-2019 and Border Force compliance activities have escalated. Whilst we anticipate some positive impact on import levels, imported extrusions continue to negatively affect the marketplace. It is important that meaningful sanctions are imposed against suppliers breaking Australian laws. With our industry’s support, the Company will continue to monitor and pursue anti-dumping and circumvention cases to ensure that Australian manufacturers are competing in a fair market.
Safety
Capral has a strong focus on safety, and safety performance measures during 2019 compare favourably to those of the past 3 years. Capral will continue to prioritise safety improvement through risk assessment, education and monitoring of the workplace.
CHAIRMAN’S REPORT
2
Capral Limited
Dividends
Capral resumed paying dividends with effect from its 2016 financial year. Over the past 3 years the Company has returned over $19 million to its shareholders by way of fully franked dividends. In the year under review the abnormal costs of LME stock revaluation charges and costs relating to the right sizing and restructuring of Bremer Park impacted the Company’s free cash flow, thereby restricting the quantum of any dividend payment under its banking covenants. However, given the strong second half performance, the traction which the restructure at Bremer Park has already demonstrated and the outlook for 2020, the Directors have resolved to pay a dividend to shareholders, having received the support and dispensation from its bankers to do so.
The Company has declared a fully franked dividend of 0.50 cents per ordinary share (2018: 1.00 cents) to be paid on 25 March 2020 in respect of the financial year ended 31 December 2019. The dividend will be paid to all shareholders on the register of members as at the Record Date of 10 March 2020. The Capral Dividend Reinvestment Plan, announced on 31 January 2020, will be active for this dividend with election to be made by 13 March 2020.
The Company is proposing a share consolidation of 1 new share for 10 existing shares. The directors believe that this proposed consolidation, if approved at the forthcoming AGM, represents an opportunity to further enhance shareholder value.
On behalf of the board, I would like to thank all of Capral’s employees, its customers, suppliers and service providers, as well as our shareholders, for their commitment and support during the past year. I would also like to record my appreciation to my co-directors for their contributions and support.
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Rex Wood-Ward
Chairman 26 February 2020
1 EBITDA is defined as Earnings before Interest, Tax, Depreciation and Amortisation and incorporates AASB16 impact from 2019.
- Trading EBITDA is presented with reference to the ASIC Regulatory Guide 230 “Disclosing non-IFRS financial information” issued in December 2011. Trading EBITDA is EBITDA adjusted for significant items that are material items of revenue or expense that are unrelated to the underlying performance of the business. Capral believes that Trading EBITDA provides a better understanding of its financial performance and allows for a more relevant comparison of financial performance between financial periods. These items are LME and Premium revaluation ($1.1 million), one-off and other restructuring related costs ($6.7 million) that are non-recurring in nature and for 2019 includes the depreciation and interest on Right of Use assets as proxy for rent ($16.7 million).
CHAIRMAN’S REPORT
3
Capral Limited
MANAGING DIRECTOR'S OPERATIONS AND FINANCIAL REVIEW
Overview
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Full Year result within latest guidance
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Volume at 56,700 tonnes was 6% below 2018
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Market conditions soft in key residential building sector
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Margins remain tight due to competitive landscape
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Trading EBITDA¹ $11.0 million, down $3.3 million on 2018
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Balance sheet remains strong with net cash at $17.9 million
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Fully franked final dividend of 0.5 cent per share declared
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Major restructure of Bremer Park facility successfully completed
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Key capital investment projects completed in 2019 to improve long term competitive position
Financial Review
Conditions were soft during the year mainly due to the slowdown in residential building activity. The market stabilised in the second half of 2019 with volume declining 2% compared to the second half of 2018. Full year volume was 6% below last year. The residential market fell 24% to 170,000[2] starts. Commercial construction and our key industrial markets (manufacturing, transport and marine) were reasonably steady throughout 2019.
The LME price of aluminium fell in late 2018 and remained soft during the period. As announced at half year, Capral undertook a major restructuring and rightsizing of its largest extrusion manufacturing plant at Bremer Park in Queensland. The restructure was executed in the 3[rd] quarter of 2019 and included the closure and removal of the anodising plant and one paint line, and the relocation of warehousing facilities to accommodate additional space for third party sub-lease. The rightsizing included 62 redundancies. The restructure was substantially completed by year end and, together with renegotiated lease terms, Bremer Park’s annualised cost base reduced by around $8 million.
Capral delivered a lower profit in 2019, with a Trading EBITDA¹ of $11.0 million (2018: $14.3 million) on lower volumes. EBITDA of $19.9 million (2018: $13.0 million) included a net positive impact of AASB 16 of $16.7 million, negative LME revaluation of $1.1 million, and restructuring and one-off costs of $6.7 million. A net loss after tax of $4.2 million (2018: $6.4 million profit) was recorded. Capral will pay a fully franked final dividend of 0.5 cents per share.
Key Initiatives and Strategies
Investment in key capital projects and the restructuring of Bremer Park, have lowered Capral’s breakeven point. The key high level strategies remain consistent:
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Build on our strengths; product offer, scale, capability and our people.
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Optimise what we do; improve productivity in manufacturing and efficiencies in supply chain.
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Grow for the future; innovative new products and value add services.
During 2019 we completed the automation of our Bremer Park packing line. At our Canning Vale operation, we commissioned a new technology paint line and completed the consolidation of our distribution warehouses onto the one site.
The focus in 2020 will be to extract the cost savings from recent capital projects, further streamline the manufacturing operations at Bremer Park, and leverage our investment in system technology (CRM, E-Store, EDI) to improve sales effectiveness. We will also focus on improving the market offer and service in our aluminium distribution business with the longer term goal of increasing the volume and profitability of Capral’s direct distribution channel.
Fair Trade
Capral continues to lead the local extrusion industry in the pursuit of fair trade. During 2019 the key initiatives were: The successful review of measures on Chinese imports leading to increased dumping duties.
- Supporting Australian Border Force in the prosecution of importers circumventing the anti-dumping measures through misclassification and transhipment of aluminium.
Despite our efforts, import volumes remain at high levels and continue to suppress selling prices and injure local industry. It is important that Australian manufacturers continue to fight for Fair Trade.
MANAGING DIRECTOR'S OPERATIONS AND FINANCIAL REVIEW
4
Capral Limited
Safety
Capral continues to prioritise the safety of its people with an on-going focus on training, systems and culture and we remain committed to our Safety First value: everyone is responsible, injuries can be prevented, and all jobs can be done safely. During 2019 Capral retained its Safety and Quality Management accreditations. The total reportable injury frequency rate fell to 11.4 (2018: 13.2).
Improved safety outcomes are targeted through on-going focus on Capral’s Golden Safety Rules. Further details are set out in the Sustainability Report (page 6).
Risks
Capral is exposed to a range of risks that could impact the achievement of its strategies and financial prospects; further details are outlined in the Sustainability Report (pages 6 and 7).
Outlook
External forecasts for the residential market indicate that activity will bottom in the first half of 2020 with housing starts forecast to lift in the second half of 2020 to deliver 158,000[2] starts for the year. This further reduction in housing starts continues to consist mainly of a drop in high rise apartments. The non-residential market is forecast to grow modestly in 2020. The industrial market is expected to remain at current levels as marine and defence projects continue to progress, although we are experiencing a slowdown in the transport sector.
LME is not easy to predict given the influence of external factors. LME has softened over the past 15 months and external analysts forecast LME to remain at current levels during 2020. This should assist with stability of Capral’s margins.
Overall market conditions for Capral’s aluminium extrusion and rolled products are forecast to improve slightly in 2020. Volumes are anticipated to be soft in the first half and improve in the second half of 2020. Trading EBITDA[1] is forecast, absent any unforeseen events, to be between $14 million - $16 million and EBITDA to be between $30 million - $32 million. On this basis, Capral would continue to be in a position to consider a franked dividend.
The focus in 2020 will be to derive benefits from key capital projects and the restructuring our operations last year. We seek to enhance our market offer, service and quality to help strengthen customer relationships and grow revenue, market share and profitability.
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Tony Dragicevich
Managing Director 26 February 2020
1 Refer to Trading EBITDA explanation in footnote to Chairman’s Report on Page 2
2 BIS Oxford Economics December 2019 forecast
MANAGING DIRECTOR'S OPERATIONS AND FINANCIAL REVIEW
5
BOARD OF DIRECTORS
Directors in office at the date of this report:
REX WOOD-WARD Chairman of Board (Independent) Appointed 6 November 2008
Chairman of the Board Member of the Audit & Risk Committee Member of the Remuneration & Nomination Committee.
Mr Wood-Ward has over 45 years of international experience in general management, mergers and acquisitions, corporate strategy and structuring, including in manufacturing and distribution. Over his career he has been a director of over 10 publically listed companies in Australia, the United Kingdom and South Africa.
Directorships of other listed companies held in last 3 years before end of the Financial Year: None
TONY DRAGICEVICH B. Comm A.C.A Managing Director (Non-independent) Appointed 15 April 2013
Mr Dragicevich joined Capral in January 2013 and became the Managing Director and Chief Executive Officer on 15 April 2013. Mr Dragicevich is an experienced CEO and business leader who has been involved in the improvement of a number of businesses, having previously served as Managing Director of the Wattyl Group, and as Chief Executive of GWA Bathroom and Fittings, Managing Director of the Red Paper Group and General Manager of Tasman Insulation.
IAN BLAIR M.mgt, FCA Non-executive director (Independent) Appointed 23 May 2006
Chairman of the Audit & Risk Committee Member of the Remuneration & Nomination Committee.
Mr Blair is a Chartered Accountant and Company Director. He spent almost 20 years as a partner in major accounting firm Deloitte, and retired after 5 years as CEO of that firm. Mr Blair is currently Chairman of Bisley & Co Pty Ltd.
Directorships of other listed companies held in last 3 years before end of the Financial Year: None
GRAEME PETTIGREW FIPA, FAIM, FAICD Non-executive director (Independent) Appointed 18 June 2010
Chairman of the Remuneration & Nomination Committee Member of the Audit & Risk Committee.
Mr Pettigrew has held chief executive roles at CSR Building Products Pty Ltd and Chubb Australia Ltd and he recently retired as a non-executive director of Adelaide Brighton Ltd. He has relevant experience in the construction and building materials industry, as well as manufacturing and distribution businesses.
Directorships of other listed companies held in last 3 years before end of the Financial Year:
- Non-executive director of Adelaide Brighton Ltd: 27 August 2004 to 17 May 2018.
Directorships of other listed companies held in last 3 years before end of the Financial Year: None
PHILIP JOBE B. Comm Non-executive director (Independent) Appointed 24 April 2009
Member of the Audit & Risk Committee Member of the Remuneration & Nomination Committee.
Mr Jobe became a non-executive director following the expiry of his term as Capral’s Chief Executive Officer and Managing Director in April 2013. Before joining Capral, Mr Jobe was the Executive General Manager of Boral Limited's Cement Division, including Managing Director of Blue Circle Southern Cement Pty Limited. This also encompassed the role of Chairman of the Cement Industry Federation. He also had executive responsibility for Boral's expanding Asian construction materials businesses.
Mr Jobe was previously Managing Director of Stegbar Pty Limited from 1989 to 1994.
Directorships of other listed companies held in last 3 years before end of the Financial Year: None
BOARD OF DIRECTORS
6
SUSTAINABILITY REPORT
Scope
Capral’s operations are affected by economic, environmental and social sustainability risks. These risks are managed within the internal controls framework described in Capral’s Corporate Governance Statement (available on Capral’s website). This report should be read with other sections of the Annual Report. The exposure to economic factors is outlined below and further information can be found in the Managing Director’s Operations and Financial Review. Capral is committed to continuous improvements including programs that focus in the areas below:
Health and Safety
Capral’s Safety message is simple – Safety First. Safety is an integral part of our business at all levels, it's Capral’s way. Through the continued investment in our people, we have cultivated perceptions of risk and encouraged proactive behaviours to further enhance our already robust Safety Culture. At Capral, everyone is responsible to ensure we develop and improve our safety environment. A workplace that targets zero-injuries is a workplace where everyone cares enough to engage in driving the safety process. Creating this environment requires leadership at all levels, to support this we relaunched the Capral Golden Safety Rules in 2019 and developed Capral's online Integrated Safety Management System, known as IMS Central.
Below is a summary of the 2019 safety outcomes for the Capral Group:
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There were 19 reportable injuries, 6 less than 2018. The LTI/ MTI Frequency Rate decreased to 11.4.
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Safety First Value was rolled out again via toolboxes across the business and this will be re-initiated in early 2020.
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Capral achieved Integrated Management System (IMS) Certification against the revised standards.
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The Letter of Assurance was completed across all sites with excellent results.
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A number of improvement programs and reviews were conducted.
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Capral developed IMS Central, an integrated software solution to enhance Capral’s Safety Management practices.
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Manufacturing plants that achieved LTI free milestones: Canning Vale (10 years), Austex Dies (8 years), and Campbellfield (4 years)
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Distribution site that remained LTI/MTI free: Hobart (23 Years), Rockdale (21 years), Cardiff, Kunda Park and Springwood (14 years), Laverton (13 Years), Darwin (10 years), Lynbrook (8 years,) Gold Coast (6 Years), Townsville (2 years) and WA (1 year).
People
The Capral Group employs approximately 780 permanent staff at 23 locations in Australia. Capral has a stable workforce and around half of our employees are covered by Enterprise Agreements. There are no material workplace issues.
Our Values underpin how our business is conducted and include:
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Safety First: Everyone is responsible; Injuries can be prevented; All jobs can be done safely
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Customer Success: Customers determine our success; Committed to service and quality; Be responsive to customer needs
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Play Fair : Act with integrity; Do the right thing; Work as a team; Be honest and respectful
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Better Every Day : Continuous improvement; Be innovative; Embrace change
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Own It : Be accountable; Feel empowered; Take pride in our work; Act boldly.
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Our Code of Conduct provides a set of guiding principles and our people receive regular Code of Conduct training.
Capral respects the benefits arising from workplace diversity. We strive to promote an environment conducive to the appointment of well qualified people so that there is appropriate diversity to maximise the achievement of our goals. Further details of Capral’s objectives are contained in Capral’s Corporate Governance Statement and Diversity Policy, both available on Capral’s website.
Environment
Capral’s commitment towards environmental obligations continued to be a focus through 2019. All environmental reporting obligations were met as per the legislation including the requirements of ISO 14001:2015, Environmental Management Standards audited by a third party certification body.
Capral continued to work with suppliers and customers to minimise environmental impacts associated with packing materials used for aluminium products. One of our unique initiatives being the use of recyclable plastic cleats replacing timber for packing. This is being rolled out to some initial customers.
Our main emissions are from electricity and gas consumption. Following energy audits for all manufacturing sites, a number of energy saving opportunities were identified, which are being progressively carried out across the group.
Capral has a clear strategy and focus for the year ahead to continue compliance with legislative requirements and review and adopt industry best practice in our processes.
SUSTAINABILITY REPORT
7
Community interaction
Capral’s community contributions continued to deliver outcomes in conjunction with local organisations and charities to ensure community needs were met. Our support included:
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National Awareness Campaigns
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Disaster Relief Support
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Employer matched fundraising initiatives
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Sponsorship.
Some of the organisations or charities supported during the year includes: R U OK? Day, Townsville Floods, National Bushfire Appeal, Movember, Goodna Street Life, Kids with Cancer, Perkins Running Festival, WaterAid Australia; Alison Baden-Clay Foundation, Disability Sport and Recreation Victoria, Newport Plus Board Riders; and Artists for the Sculptures by the Sea.
Capral also partnered with Deakin University to develop and sponsor ‘the Richard Michael Leaders in Engineering Scholarship’. The scholarship is dedicated to the late Richard Michael, former Capral Executive General Manager of Manufacturing and highly respected industry figure. The scholarship aims to build a supported career pathway in relevant engineering disciplines; and to foster future leaders in the industry. Winners of the scholarship will receive up to $10,000 per year for 2 years; together with work placement opportunities at Capral’s Campbellfield site.
Economic sustainability
In addition to the information in the Managing Director’s Operations and Financial Review, there are various risks that could impact the achievement of Capral’s financial performance and strategies. Capral has a risk management and internal control system to identify, and implement mitigation plans in relation to, the key risks. Set out below are some of these key risks, some of which can be mitigated where not beyond Capral's control:
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Aluminium Price: The market price of aluminium fluctuates. LME and billet premium price increases place upward pressure on working capital. To the extent that price variations cannot be passed on to customers, Capral is exposed to movements in the price of aluminium. This exposure is mitigated where extrusions are sold to customers with pricing arrangements linked to changes in the market price of aluminium.
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Exchange rate and currency fluctuations: A strong Australian dollar makes imports less expensive to Australian customers, potentially impacting Capral’s volume and margins. The price paid by Capral for some raw materials is in US dollars and therefore a higher US dollar could make the products more expensive. The impact is partially mitigated to the extent Capral is able to pass the increase on to the market in a timely manner.
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Key customers: Capral's performance is impacted by the volume of sales to large customers. There is a risk to Capral that the requirements of one or more key customers may change.
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Imports and local competitors: Capral is subject to pressures from import and domestic competition. Import extrusion market share is over 30% and there is excess domestic extrusion capacity.
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Anti-dumping: To the extent duties are reduced or removed in relation to imports from China, this could have an adverse impact on Capral volume and margins.
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Residential and Commercial markets: Capral is exposed to the cyclical nature of both residential and commercial building activity which is currently falling from the top of the cycle. As many of Capral’s costs are fixed, it may not be easy to reduce its costs relative to the economic downturn and therefore any material and/or extended downturn may negatively affect Capral.
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Industrial markets: Capral is also exposed to industrial markets driven by transport, marine and the general manufacturing sectors.
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Economic downturn: An economic downturn, like the global financial crisis in 2008, could have a material adverse effect on the demand for Capral’s products and financial performance.
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Carry forward of historical tax losses: a change in business may cause Capral to lose the future benefit of some (but not all) of its historical tax losses.
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Other: other risks include an inability to maintain a competitive cost base, a major operational failure or disruption to Capral’s facilities, and regulatory compliance and change.
SUSTAINABILITY REPORT
8
DIRECTORS’ REPORT
Your directors present their report on the consolidated entity consisting of Capral Limited ( Capral ) and the entities it controlled at the end of, or during, the financial year ended 31 December 2019 ( Financial Year ).
Directors
The following persons were directors of Capral during the Financial Year and up to the date of this report:
Name Period Office Held R. L. Wood-Ward 6 November 2008 - Date of this report A. M. Dragicevich 15 April 2013 - Date of this report P. J. Jobe 24 April 2009 - Date of this report I. B. Blair 23 May 2006 - Date of this report G. F. Pettigrew 18 June 2010 - Date of this report
Details of directors, their qualifications, experience, special responsibilities (including committee memberships) and directorships of other listed companies held in the last three years before end of the Financial Year are set out on page 5.
Principal activities
During the Financial Year, the principal continuing activities of the consolidated entity consisted of the manufacturing, marketing and distribution of fabricated and semi-fabricated aluminium related products.
Dividends
The Directors recommend that a final dividend of 0.5 cent per ordinary share (fully franked) be declared. The record date for the final ordinary dividend will be 10 March 2020, with payment being made on 25 March 2020. Shareholders can choose to receive their dividends as cash or reinvest for an equivalent number of shares under the Dividend Reinvestment Plan (DRP). The DRP election date will be 13 March 2020. The Board has decided to issue new shares to satisfy the DRP for the 2019 final dividend. The DRP will be at a discount of 3% to the 5 days Volume Weighted Average Price (VWAP) calculated from 9 March 2020 to 13 March 2020, both days included. A final dividend of 1.0 cent per ordinary share (fully franked) was paid in March 2019, no other dividends or distributions have been paid during the Financial Year.
Review of operations and financial position
A review of operations and financial position of the consolidated entity are referred to in the Managing Director's Operations and Financial Review on pages 3 and 4.
Significant changes in the state of affairs
There were no significant changes in the state of affairs of the consolidated entity during the year.
Matters subsequent to the end of the Financial Year
No matter or circumstance has arisen since the end of the Financial Year that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations or the consolidated entity’s state of affairs in future financial years.
Likely developments, business strategies, prospects and risks
Information on likely developments, business strategies, prospects and risks are detailed in the Managing Director’s Operations and Financial Review on pages 3 and 4 and the Sustainability Report on pages 6 and 7. Whilst Capral continues to meet its continuous disclosure obligations, this report omits information where it would be likely to result in unreasonable prejudice to Capral. This includes information that is commercially sensitive, is confidential or could provide a third party with a commercial advantage (such as internal budgets and forecasts).
Other information for members to make an informed assessment
Other than information set out in this report, there is no information that members would reasonably require to make an informed assessment of the operations, financial position, business strategies and prospects for future financial years of the consolidated entity.
Company Secretary
Mr R Rolfe - General Counsel & Company Secretary, LLB (Hon) (University of Leicester, UK)
Mr Rolfe was appointed as General Counsel of Capral on 12 June 2006 and to the position of Company Secretary on 23 June 2006.
Mr Rolfe was admitted as a Solicitor of the Supreme Court of England and Wales in 1998 and New South Wales in 2002. Prior to joining Capral, Mr Rolfe was a senior corporate lawyer at Qantas Airways Limited from July 2002. Mr Rolfe resigned as Company Secretary on 8 March 2019.
DIRECTORS’ REPORT
9
Ms G Nairn - Joint Company Secretary, BA/LLB, FGIA
Ms Nairn has over 20 years legal and governance experience in various listed and public companies, as well as in private practice.
Ms Nairn is an employee of Company Matters Pty Ltd, a company secretarial service provider. Prior to joining Company Matters, Ms Nairn held various company secretarial roles, predominantly with listed entities, in a variety of sectors including manufacturing, oil and gas, professional services and education.
Ms Nairn holds a Bachelor of Laws and a Bachelor of Arts, a Graduate Diploma in Applied Corporate Governance and is a Fellow of the Governance Institute of Australia and a member of the Law Society of NSW. Ms Nairn was appointed as a Company Secretary on 8 March 2019.
Mr T Campbell – Chief Financial Officer and Joint Company Secretary, CA, B.Com (Hons) Mr Campbell was appointed Chief Financial Officer on 1 June 2011.
Mr Campbell is a member of the South African Institute of Chartered Accountants as well as the Australia and New Zealand Institute of Chartered Accountants.
Prior to joining Capral, Mr Campbell held various executive positions at UXC, Macsteel and The South African Breweries. Mr Campbell was appointed as a Company Secretary on 8 March 2019.
Directors' meetings
The numbers of directors' meetings (including meetings of committees) held, and the number of meetings attended, by each director during the Financial Year, are as follows:
| Director | Board | Audit & Risk Committee |
Audit & Risk Committee |
Remuneration & Nomination Committee |
Remuneration & Nomination Committee |
||
|---|---|---|---|---|---|---|---|
| Held | Attended | Held | Attended | Held | Attended |
||
| R.L. Wood-Ward | 8 | 8 | 3 | 3 | 2 | 2 | |
| A.M. Dragicevich | 8 | 8 | 3 | 31 | 2 | 21 | |
| P.J. Jobe | 8 | 7 | 3 | 3 | 2 | 2 | |
| I.B. Blair | 8 | 8 | 3 | 3 | 2 | 2 | |
| G.F. Pettigrew | 8 | 7 | 3 | 2 | 2 | 2 |
1 Attended meeting(s) in an ex-officio capacity
Directors' interests and benefits
Ordinary Shares
Details of holdings of ordinary shares in Capral for the directors (including former directors who held office during the Financial Year) at the beginning and end of the Financial Year and at the date of this report are as follows:
| Name | Position | Ordinary shares fully paid in the | Ordinary shares fully paid in the | Company |
|---|---|---|---|---|
| Balance at | Balance at | Balance at date of | ||
| 1.1.2019 | 31.12.2019 | this report | ||
| Director and | ||||
| Chairman of the | ||||
| R.L .Wood-Ward | Board | - | - | - |
| A.M. Dragicevich | Managing Director | 7,522,750 | 9,974,6751 | 9,974,675 |
| P.J. Jobe | Director | 7,100,500 | 7,100,500 | 7,100,500 |
| I.B. Blair | Director | 227,348 | 227,348 | 227,348 |
| G.F. Pettigrew | Director | - | - | - |
1 Acquired 2,451,925 shares on vesting of performance rights on 4 March 2019
In addition to the interests shown above, indirect interests in Capral shares held by the Managing Director, Mr. Dragicevich are as follows:
Mr A. M. Dragicevich Nature of other Balance at Balance at Balance at date interests 1.1.2019 31.12.2019 of this report Performance rights 6,700,000 6,550,000[1] 6,550,000 1 48,075 performance rights lapsed on 1 March 2019; 2,451,925 performance rights vested and converted to ordinary shares on 4 March 2019; and 2,350,000 performance rights were issued on 16 April 2019
Unissued shares or interests under option
At the date of this report, there are 18,500,000 (2018: $20,350,000) unissued shares or interests under option. Refer to sections 1 to 3 of the Remuneration Report.
DIRECTORS’ REPORT
10
REMUNERATION REPORT (AUDITED)
This report sets out Capral’s remuneration of its directors and executives. It also details the actual remuneration of its key management personnel (including the directors) during the Financial Year.
Section 1: The Remuneration Framework
(a) Key Principles
Capral’s remuneration framework and practices are based on the principles that remuneration is performance driven, aligns with shareholder interests, provides market competitive remuneration that attracts qualified and experienced candidates, and retains and motivates employees.
The variable components of remuneration (short and long term) are driven by challenging targets focused on both external and internal measures of financial and non-financial performance. Details of performances measures are set out in sections 1(g) and 1(h) below. Executive remuneration is aligned with shareholder interests via an emphasis on variable (incentive) remuneration, the award of which is linked to performance benchmarks that support business strategies and future success. A significant proportion of executive remuneration is at-risk. Details of the link between performance and remuneration is set out in section 4.
(b) Role of Remuneration & Nomination Committee
The Remuneration & Nomination Committee is responsible for reviewing and making recommendations to the Board of Directors ( the Board ) on remuneration policies for Capral including, in particular, those governing the directors (including the Managing Director) and executive managers. The Committee operates in accordance with its Charter.
Remuneration of the Managing Director and certain executive managers is reviewed at least annually by the Remuneration & Nomination Committee and recommendations are put to the Board for its approval. Short and long term incentives are linked to performance criteria. The Board can exercise its discretion in relation to approving bonuses and incentives. Changes must be justified by reference to measurable performance criteria and having regard to Capral’s overall financial performance and other special circumstances.
The Remuneration & Nomination Committee may seek independent advice as appropriate in setting the structure and levels of remuneration based on the principle that the elements of remuneration should be set at an appropriate level having regard to market practice for roles of similar scope and skill. No remuneration recommendations have been made by remuneration consultants in relation to the Financial Year. Capral has reviewed generally available market information regarding remuneration, as outlined further below.
(c) Performance Planning and Review
Capral has a Performance Planning and Review ( PPR ) process to evaluate and discuss performance and development plans at least annually with salaried employees. This PPR process covers:
-
An agreement of objectives for the year ahead and the setting of key performance measures against which the achievement of those objectives will be assessed. These are set by reference to financial targets and key business strategies.
-
A review of performance against the previously agreed objectives for the period under review.
-
Employee comment and feedback.
-
Short and long term training and development needs and career aspirations.
The PPR process ensures that there is better understanding of Capral's objectives thereby increasing the likelihood of their achievement. It also enables managers to evaluate and develop employee skills and performance and identify future development needs.
(d) Non-executive Directors
The structure of Capral's non-executive director remuneration is distinct from that applicable to the Managing Director and other senior executives.
Remuneration of non-executive directors is established at a level that enables Capral to attract and retain high quality directors at a reasonable cost. Remuneration of nonexecutive directors and their terms of office are governed by Capral's constitution and not by contract.
Remuneration of non-executive directors is allocated out of the pool of funds, the limit of which is approved by shareholders in general meeting; the fee pool limit is currently $500,000 per annum. Each non-executive director is entitled to the payment of an annual fee in cash and superannuation contributions for their services. Additional fees are not paid for sitting on Board committees, however the extra responsibility of the Chairman of the Board and committees is recognised by the payment of a higher fee. The fees for the non-executive directors are regularly reviewed having regard to generally available market information and are currently considered to be similar to those paid at comparable listed companies. Non-executive directors do not receive any shares, options or other securities as part of their remuneration however they are eligible to participate in Capral's equity incentive plans, although none currently participate. There are no schemes for retirement benefits (other than statutory superannuation payments).
(e) Senior Management Remuneration
The remuneration policy for the Managing Director and executives seeks to attract and retain people with the required capabilities to lead Capral in the achievement of business objectives and focus on delivering financial and non-financial measures.
Remuneration is reviewed annually and approved changes applied from 1 March.
The Remuneration & Nomination Committee reviews the remuneration arrangements of the Managing Director, his direct reports and certain other executive managers. The Managing Director reviews the remuneration arrangements of the other members of senior management, based on the recommendations of his direct reports.
For the Managing Director and other senior management, remuneration consists of a fixed annual salary and superannuation (refer to section 1(f) below) plus at-risk components comprised of a short term incentive plan ( STIP ) (refer to section 1(g) below) and a long term incentive plan ( LTIP ) (refer to section 1(h) below).
The proportions of fixed and at-risk remuneration are established for the Managing Director and other senior management relative to their position in Capral. As a general guide, at-risk remuneration is 50% for the Managing Director, 25% for executive management and 10%-20% for other senior managers, for the achievement of 'target' goals.
DIRECTORS’ REPORT
11
(f) Fixed remuneration
The level of the total employment cost (being base salary plus superannuation) ( TEC ) is determined having regard to job responsibilities, skills, experience and performance. Salaries are reviewed annually, with any changes applied from 1 March. Fixed remuneration of executives is generally targeted at market median.
The fixed remuneration of the Managing Director is determined by the Board having regard to other ASX listed companies in building product related industries, his particular skills and previous remuneration, experience and capability to lead Capral in delivering financial targets and executing key business strategies. It forms part of his executive employment contract and is subject to annual review. The fixed remuneration of the Managing Director increased by 2.1% on 1 March 2019.
The Board has reviewed generally available market information regarding fixed remuneration of the key management personnel for over 10 ASX listed companies in either building product related industries or with comparable revenues and market capitalisation. The fixed remuneration of Capral’s key management personnel is generally in line with this group.
The fixed remuneration of Capral’s other key management personnel increased by an average of 2% on 1 March 2019.
(g) Short Term Incentives
Capral’s short term incentive schemes are designed to encourage participants to assist Capral in achieving continuous improvement by aligning their interests with those of Capral and its stakeholders and rewarding them when key performance measures are achieved.
For the Financial Year, there were 3 short term incentive programs:
(1) Short Term Incentive Plan ( STIP ): the Managing Director and senior employees have the opportunity to earn a cash and deferred equity incentive, based on a specified percentage of TEC dependent on each individual's level of responsibility. The actual incentive earned is based on the achievement of financial and non-financial objectives.
(2) Bonus scheme: other salaried employees can earn fixed payments, as approved by the Managing Director, for achieving key performance measures set by their managers and outlined in the employee's individual PPR.
(3) Sales incentives: Sales employees participate in quarterly sales incentive programs in relation to revenue, gross margin and debtor days targets.
STIP is weighted 70% to financial objectives and 30% nonfinancial objectives. A summary of STIP is set out in the table below:
Frequency Awards determined annually with payment made in the March following the end of the performance year.
-
Financial - Trading EBITDA for Capral and Measures (for relevant General/Divisional Managers) Business Units (30%). Key financial threshold measure as reflects underlying earnings after excluding the impact of external economic factors such as the volatility of global aluminium prices and foreign exchange rates.
-
Net Profit Before Tax for Capral (15%). Aligned to ability to pay dividends.
-
Operating Cash Flow for Capral (15%). Selected to ensure effectiveness of cash management.
-
% Working Capital to Annualised Sales for Capral and (for relevant General/ Divisional Managers) Business Units (10%). Selected to ensure effectiveness of capital management.
-
Non-financial Specific individual objectives are set Measures to reflect measurable and numeric (where possible) strategic initiatives and profit and safety improvement objectives. The key individual objectives include performance to customers, sales targets/growth, productivity and operational improvements, key projects and cost improvements. The weightings are generally 5% however may be higher or lower depending on importance to company performance.
-
Assessment Performance against financial of measures is assessed after the end of performance each financial year based on Capral’s against financial results. The performance measures against non-financial measures is assessed as part of the PPR process. The Managing Director, in consultation with senior managers, is responsible for recommending to the Board the amount of STIP, if any, to be paid. Payments are subject to the achievement of applicable Capral, Divisional or Regional minimum annual Trading EBITDA targets. Stretch payments are not made where target financial metrics are not met.
-
Discretionary The Board retains absolute discretion override regarding payments having regard to Capral’s overall financial position and other special circumstances that have arisen during the course of the year (ie normalisation or clawback). The intent however is to minimise the exercise of discretionary adjustments to the planned outcomes set at the start of the year. Material adjustments would be disclosed.
Service condition
-
The Managing Director is eligible to receive a pro-rata payment where his employment is terminated other than for cause. Other employees who leave Capral part way through a performance period are not eligible for a payment for that period.
-
Clawback of In the event of fraud, misstatement or awards misrepresentation of the financials, the Board may exercise its discretion to withhold some or all of a payment before it is made or recover some or all of payments already made.
DIRECTORS’ REPORT
12
Deferral Any ‘Stretch’ STIP payments (after tax) to the Managing Director and Executive Team is satisfied by Capral Shares held in escrow for 3 years. There is no deferred cash/ equity component for other STIP participants. The Board introduced deferred equity in 2018 to further strengthen alignment of Capral’s executive managers with shareholders.
Plan review The STIP design is reviewed at least annually by the Remuneration & Nomination Committee, and approved by the Board. The Managing Director, in consultation with senior managers, is responsible for recommending to the Board the STIP financial targets. The non-financial objectives are approved by the Managing Director. The Managing Director’s non-financial targets are established and approved by the Board.
The Managing Director and key management personnel are eligible for the following awards of STIP relative to TEC:
| Position | % of TEC | ||
|---|---|---|---|
| Minimum | Target |
Stretch | |
| Managing Director | 25% | 50% | 100% |
| Other KMP | 12.5% | 25% | 50% |
Where objectives can be financially measured, ‘Minimum’ is generally set around 15% below Board approved Budget. ‘Target’ is generally set around Board approved Budget and ‘Stretch’ is generally set 30% above Budget.
The Board has reviewed available market information regarding short term incentive schemes of the key management personnel for over 10 ASX listed companies in either building product related industries or with comparable revenues and market capitalisation. The Board considers that Capral’s short term incentive scheme is generally in line with this group.
(h) Long Term Incentives
Capral’s long term incentive plan ( LTIP ) was designed to strengthen the alignment of the interests of senior managers with shareholders and support a culture of share ownership and shareholder wealth. It also aims to provide competitive remuneration for the retention of specifically targeted members of senior management.
The Managing Director, Mr Dragicevich, was granted 2,000,000 performance rights following shareholder approval in May 2017 and 2,200,000 performance rights following shareholder approval in April 2018. During the Financial Year, an additional 2,350,000 performance rights were granted to Mr Dragicevich following shareholder approval in April 2019.
On the recommendation of the Managing Director to the Remuneration & Nomination Committee, selected senior executives participate in LTIP.
A summary of LTIP for the Managing Director and other senior executives is set out below:
Frequency Awards determined annually. Type of award Performance rights subject to service requirements and vesting criteria. If
the conditions are met, shares will be issued around the vesting date.
Amount of The Managing Director is eligible to award receive additional annual issues of up to 50% of the value of TEC, subject to shareholder approval.
The value of individual awards for all other participating senior executives is generally less than 30% of TEC. As a matter of practice, the aggregate amount of each annual award to all Other Executives is about 1% of issued capital.
Performance 3 years with 31 December testing period & dates. vesting dates 2017 award: vesting date of 1 March 2020
2018 award: vesting date of 1 March 2021.
2019 award: vesting date of 1 March 2022.
Performance Performance rights granted under conditions LTIP are subject to the participant remaining employed by Capral at the vesting date and the achievement of the following performance conditions:
-
50% of rights are subject to an EPS performance condition. The actual EPS performance is measured over a 3 year period, must meet, in aggregate, the 3 annual targets combined. The EPS condition is calculated each year as follows: Net Profit Before Tax Target as specified by the Board for that year (adjusted for any extraordinary items approved by the Board) divided by weighted average number of securities on issue during the year. The Net Profit Before Tax Target used for this condition is set at least at minimum Budget level. The Board may adjust EPS to normalise results and exclude the effects of material business acquisitions/ divestments and certain one-off costs; any adjustments would be disclosed. The number of rights that may vest is set out in Table B below.
-
50% of rights are subject to a TSR performance condition as against the entities with ordinary shares and units (as the case may be) included in the S&P/ASX All Ordinaries Index as at 1 January in the year of grant but excluding those companies who are classified in the Global Industry Classification Standard sector number 40. The number of rights which may vest is set out in Table A below.
Refer to the explanation above (LTIPManaging Director) regarding the setting of the EPS condition and the use of EPS and TSR tests.
DIRECTORS’ REPORT
13
Assessment Performance against the EPS and of TSR conditions are assessed at the performance end of the 3 year period (31 December against testing date). measures There is no re-testing of EPS or TSR conditions. Vested rights convert on the relevant vesting date a one-forone basis to ordinary shares. Unvested rights lapse. Treatment of If employment ceases all unvested awards on rights will immediately lapse. cessation of However, if the cessation relates to employment the redundancy or permanent disability/ death of the employee or other reason determined by the Board then the Board has absolute discretion to determine that some or all of the rights vest. Treatment of The Board has discretion to allow awards on awards to vest on a change of control. change of In exercising this discretion, the Board control is not bound to award all shares. Dividend/ There is no entitlement to dividends on participation performance rights during the vesting rights period or to participate in respect of issues of shares to shareholders. Clawback of In the event of fraud, misstatement or awards misrepresentation of the financials, the Board may exercise its discretion to forfeit some or all of the award prior to the issue of shares or recover some or all of the award already made. Plan review The LTIP design is reviewed at least annually by the Remuneration & Nomination Committee, and approved by the Board. The Managing Director makes recommendations to the Remuneration & Nomination Committee regarding the proposed LTIP award participants and the amount of the entitlements.
Vesting of rights subject to the TSR and EPS performance conditions at each testing date is determined in accordance with Tables A and B respectively below:
Table A Percentile of TSR % Rights Vesting < 50th None 50th 50 > 50th and < 75th Between 50 and 100 (pro rata) > 75th 100 Table B EPS Target % Rights Vesting > 5% below target None 5% below target 50 < 5% below target to Between 50 and 100 (pro rata) 10% above target > 10% above target 100
(i) Anti-Hedging Policy
Capral’s personnel are not permitted to enter into transactions with securities (or any derivative thereof) which limit the economic risk of any unvested entitlements awarded under any Capral equity-based remuneration scheme currently in operation or which will be offered by Capral in the future. As part of Capral's due diligence undertaken at the time of the financial results, participants in any Capral equity plan are required to confirm that they have not entered into any such prohibited transactions.
Section 2: Actual Remuneration of key management personnel
During the Financial Year there were a number of remuneration outcomes. The expensed remuneration is set out in detail in the remuneration table below however in summary the key outcomes were as follows:
(a) Remuneration
Pay increases were implemented for executives. Total expensed remuneration for the key management personnel (including the directors) overall increased as compared to the prior year.
(b) STIP None of the key management personnel was eligible for any STIP payments in respect of the 2019 year.
(c) LTIP
-
2,350,000 performance rights were granted to the Managing Director in April 2019 following shareholder approval (2018: 2,200,000) and 4,650,000 rights were granted under the 2019 LTIP award to executives in March 2019 (2018: 4,900,000).
-
6,620,202 rights granted to the Managing Director and participating executives under the 2016 LTIP award vested and converted into Capral shares on a 1 for 1 basis in March 2019. 4,101,561 shares were delivered via a new issue of shares and 2,518,641 shares were acquired on market.
Performance rights granted to the Managing Director and executives under LTIP awards were tested after the year end with the outcomes detailed in section 3 below.
For the financial year ending 31 December 2020, Capral intends to:
-
maintain the fixed remuneration of the Managing Director and executives at 2019 level, thus no increases; but
-
grant further performance rights under the LTIP to the Managing Director (subject to shareholder approval) and selected executives.
The Board has reviewed generally available market information regarding long term incentive schemes of the key management personnel (including the Managing Director) for over 10 ASX listed companies in either building product related industries or with comparable revenues and market capitalisation. The Board considers that Capral’s long term incentive scheme is generally in line with this group.
DIRECTORS’ REPORT
14
(d) Remuneration Table - key management personnel
The following table sets out the remuneration of the key management personnel (including the directors) during the Financial Year and the 2018 financial year.
The key management personnel of the consolidated entity are the non-executive directors, Managing Director, Chief Financial Officer, General Manager Operations and Company Secretary. These people have the authority and responsibility for planning, directing and controlling the day-to-day activities of Capral.
| Short-term employee benefits | Post - employment benefits |
Other long- term benefits |
Termination benefits2 |
Share-based payments |
Total |
Total performance related |
|
|---|---|---|---|---|---|---|---|
| Name Year Title Salary and fees Bonus1 Non - monetary benefits Super- annuation Performance Rights3 $ $ $ $ $ $ $ $ % |
|||||||
| Directors A.M. Dragicevich 2019 Managing Director 687,843 - - 26,675 - - 113,426 827,944 14 2018ManagingDirector 678,470 - - 21,530 - - 157,777 857,777 18 |
|||||||
| R.L. Wood-Ward 2019 Chairman 120,000 - - 11,400 - - - 131,400 - 2018 Chairman 120,000 - - 11,400 - - - 131,400 - |
|||||||
| P.J. Jobe 2019 Non-executive director 55,000 - - 5,225 - - - 60,225 - 2018 Non-executive director 55,000 - - 5,225 - - - 60,225 - |
|||||||
| I.B. Blair 2019 Non-executive director 70,000 - - 6,650 - - - 76,650 - 2018Non-executive director 70,000 - - 6,650 - - - 76,650 - |
|||||||
| G.F. Pettigrew 2019 Non-executive director 70,000 - - 6,650 - - - 76,650 - 2018Non-executive director 70,000 - - 6,650 - - - 76,650 - |
DIRECTORS’ REPORT
15
| Short-term employee benefits | Post - employment benefits |
Other long- term benefits |
Termination benefits2 |
Share-based payments |
Total |
Total performance related |
|
|---|---|---|---|---|---|---|---|
| Name Year Title Salary and fees Bonus1 Non - monetary benefits Super- annuation Performance Rights3 $ $ $ $ $ $ $ $ % |
|||||||
| Executives T. Campbell 2019 CFO/ Co. Sec.4 394,406 - - 20,144 - - 26,947 441,497 6* 2018 Chief Financial Officer 356,783 - - 29,217 - - 45,784 431,784 11 |
|||||||
| R. Michael 2019 GM Operations5 51,113 - - 4,856 - 42,210 (57,343) 40,836 -* 2018 GM Operations 336,006 - - 27,794 - - 45,784 409,584 11 |
|||||||
| R. Rolfe * 2019 Gen. Counsel6 36,102 - - 4,449 - - 6,020 46,571 13 2018 Gen. Counsel/ Co. Sec 281,809 - - 21,691 - - 33,048 336,548 10 |
|||||||
| Total 2019 1,484,464 - - 86,049 - 42,210 89,050 1,701,773 |
|||||||
| Total 2018 1,968,068 - - 130,157 - - 282,393 2,380,618 |
-
1 All bonus amounts are on an accrual basis.
-
2 Termination benefits include leave accrued and payments made in lieu of notice at the end of employment with Capral.
-
3 All LTIP performance rights listed are securities that have not yet vested. In relation to the performance rights of the key management personnel refer to Note 37 of the financial statements. 4 Mr Campbell was appointed as a Company Secretary on 8 March 2019.
-
5 Mr Michael passed away on 15 February 2019.
-
6 Mr Rolfe resigned as Company Secretary and ceased to be a key management personnel on 8 March 2019. However, he remained as General Counsel on a part-time basis.
-
Capral's key management personnel (other than directors).
DIRECTORS’ REPORT
16
Section 3: Performance rights, Options and bonuses provided as compensation
Performance rights - Managing Director
During the Financial Year and the financial year ended 31 December 2018, performance rights were granted as equity compensation benefits under the LTIP, to the Managing Director as disclosed as at balance date below. The performance rights were granted at no cost to him.
2,350,000 performance rights were granted to the Managing Director in April 2019 following shareholder approval. These rights have a vesting date of March 2022.
2,200,000 performance rights were granted to the Managing Director in April 2018 following shareholder approval. These rights have a vesting date of March 2021.
2,000,000 performance rights were granted to the Managing Director in May 2017 following shareholder approval. These rights have a vesting date of March 2020. The EPS condition (1,000,000 rights) was tested as at 31 December 2019. Capral did not achieve the EPS condition and consequently 1,000,000 rights will lapse, in March 2020. The TSR condition (1,000,000 rights) was also tested as at 31 December 2019. Capral’s relative TSR performance over the period from January 2017 to December 2019 was in the 34th percentile and consequently none of the rights subject to the TSR condition will vest, and thus 1,000,000 rights will lapse, in March 2020. Consequently, a total of nil rights will vest and convert into Capral shares on a 1 for 1 basis, and 2,000,000 rights will lapse, as at 1 March 2020.
2,500,000 performance rights were granted to the Managing Director in April 2016 following shareholder approval. A total of 2,451,925 rights vested and converted into Capral shares on a 1 for 1 basis, and 48,075 rights lapsed, as at 4 March 2019.
as at 4 March 2019. |
|||||||
|---|---|---|---|---|---|---|---|
| Fair value | |||||||
| per right at | |||||||
| Grant | grant date | Test | |||||
| Tranche | No. | Grant date | ($) | date | Lapsed No. | Vested No. | |
| 2019 Offer | |||||||
| A. Dragicevich | 16/04/2019 | ||||||
| EPS 50% | 1,175,000 | $0.10 | 31/12/2021 | - | - | ||
| TSR 50% | 1,175,000 | $0.07 | 31/12/2021 | - | - | ||
| Total 2019 Offer | 2,350,000 | - | - | ||||
| 2018 Offer | |||||||
| A. Dragicevich | 19/4/2018 | ||||||
| EPS 50% | 1,100,000 | $0.12 | 31/12/2020 | - | - | ||
| TSR 50% | 1,100,000 | $0.10 | 31/12/2020 | - | - | ||
| Total 2018 Offer | 2,200,000 | - | - | ||||
| 2017 Offer | |||||||
| A. Dragicevich | 11/05/2017 | ||||||
| EPS 50% | 1,000,000 | $0.11 | 31/12/2019 | - | - | ||
| TSR 50% | 1,000,000 | $0.07 | 31/12/2019 | - | - | ||
| Total 2017 Offer | 2,000,000 | - | - | ||||
| 2016 Offer | |||||||
| A. Dragicevich | 14/04/2016 | ||||||
| EPS 50% | 1,250,000 | $0.11 | 31/12/2018 | (48,075) | 1,201,925 | ||
| TSR 50% | 1,250,000 | $0.08 | 31/12/2018 | - | 1,250,000 | ||
| Total 2016 Offer | 2,500,000 | (48,075) | 2,451,925 |
DIRECTORS’ REPORT
17
Performance rights – other key management personnel
During the Financial Year and the financial year ended 31 December 2018, performance rights were granted as equity compensation benefits under the LTIP, to certain executives including key management personnel as disclosed as at balance date below. The performance rights were granted at no cost to the participants.
4,650,000 performance rights were granted under the 2019 LTIP award to executives in March 2019. These rights have a vesting date of March 2022.
4,900,000 performance rights were granted under the 2018 LTIP award to executives in March 2018. These rights have a vesting date of March 2021.
4,850,000 performance rights were granted under the 2017 LTIP award to executives in March 2017. These rights have a vesting date of March 2020. The EPS condition (2,425,000 rights) was tested as at 31 December 2019. Capral did not achieve the EPS condition and consequently 2,425,000 of these rights will lapse in March 2020. The TSR condition (2,425,000 rights) was also tested as at 31 December 2019. Capral’s relative TSR performance over the period from January 2017 to December 2019 was in the 34th percentile and consequently none of the rights subject to the TSR condition will vest, and thus (2,425,000 rights) will lapse in March 2020. Consequently, a total of nil rights will vest and convert into Capral shares on a 1 for 1 basis, and 4,850,000 rights will lapse, as at 1 March 2020.
4,500,000 performance rights were granted under the 2016 LTIP award to executives in March 2016. A total of 4,168,277 rights vested and converted into Capral shares on a 1 for 1 basis as at 4 March 2019, and 81,723 rights lapsed, as at 1 March 2019.
| Fair value | ||||||
|---|---|---|---|---|---|---|
| per right at | ||||||
| Grant | grant date | Test | ||||
| Executives/ Offer | Tranche | No. Grant date | ($) | date | Lapsed No. | Vested No. |
| 2019 Offer | ||||||
| T. Campbell | 650,00022/03/2019 | - | - | |||
| EPS 50% | 325,000 | $0.105 | 31/12/2021 | - | - | |
| TSR 50% | 325,000 | $0.075 | 31/12/2021 | - | - | |
| Total 2019 | 650,000 | - | - | |||
| 2018 Offer | ||||||
| T. Campbell | 500,00006/03/2018 | - | - | |||
| EPS 50% | 250,000 | $0.13 | 31/12/2020 | - | - | |
| TSR 50% | 250,000 | $0.12 | 31/12/2020 | - | - | |
| R. Michael | 500,00006/03/2018 | (500,000) | - | |||
| EPS 50% | 250,000 | $0.13 | 31/12/2020 | (250,000) | - | |
| TSR 50% | 250,000 | $0.12 | 31/12/2020 | (250,000) | - | |
| R. Rolfe | 350,00006/03/2018 | - | - | |||
| EPS 50% | 175,000 | $0.13 | 31/12/2020 | - | - | |
| TSR 50% | 175,000 | $0.12 | 31/12/2020 | - | - | |
| Total 2018 | 1,350,000 | (500,000) | - | |||
| 2017 Offer | ||||||
| T. Campbell | 500,00010/03/2017 | - | - | |||
| EPS 50% | 250,000 | $0.15 | 31/12/2019 | - | - | |
| TSR 50% | 250,000 | $0.13 | 31/12/2019 | - | - | |
| R. Michael | 500,00010/03/2017 | (500,000) | - | |||
| EPS 50% | 250,000 | $0.15 | 31/12/2019 | (250,000) | - | |
| TSR 50% | 250,000 | $0.13 | 31/12/2019 | (250,000) | - | |
| R. Rolfe | 350,00010/03/2017 | - | - | |||
| EPS 50% | 175,000 | $0.15 | 31/12/2019 | - | - | |
| TSR 50% | 175,000 | $0.13 | 31/12/2019 | - | - | |
| Total 2017 | 1,350,000 | (500,000) | - |
DIRECTORS’ REPORT
18
| Fair value | ||||||
|---|---|---|---|---|---|---|
| per right at | ||||||
| Grant | grant date | Test | ||||
| Executives/ Offer | Tranche | No. Grant date | ($) | date | Lapsed No. | Vested No. |
| 2016 Offer | ||||||
| T. Campbell | 500,00007/03/2016 | (9,615) | 490,385 | |||
| EPS 50% | 250,000 | $0.10 | 31/12/2018 | - | 250,000 | |
| TSR 50% | 250,000 | $0.08 | 31/12/2018 | (9,615) | 240,385 | |
| R. Michael | 500,00007/03/2016 | (9,615) | 490,385 | |||
| EPS 50% | 250,000 | $0.10 | 31/12/2018 | - | 250,000 | |
| TSR 50% | 250,000 | $0.08 | 31/12/2018 | (9,615) | 240,385 | |
| R. Rolfe | 350,00007/03/2016 | (6,730) | 343,270 | |||
| EPS 50% | 175,000 | $0.10 | 31/12/2018 | - | 175,000 | |
| TSR 50% | 175,000 | $0.08 | 31/12/2018 | (6,730) | 168,270 | |
| Total 2016 | 1,350,000 | (25,960) | 1,324,040 |
Options
No options were issued under the LTIP during the Financial Year and the financial year ended 31 December 2018.
Equity grants and during the Financial Year
Details of the performance rights granted, as well as the movement during the Financial Year in rights previously granted, to Key Management Personnel are as follows:
| 2019 - Performance share rights |
Held at start ofyear Granted as compensation |
Lapsed Vested / Forfeited |
Other Changes Held at end of year |
|---|---|---|---|
| A Dragicevich T Campbell R Michael R Rolfe |
6,700,000 2,350,000 1,500,000 650,000 1,500,000 - 1,050,000 - |
(48,075) (2,451,925) (9,615) (490,385) (1,009,615) (490,385) (6,730) (343,270) |
- 6,550,000 - 1,650,000 - - (700,000)1 - |
| 10,750,000 3,000,000 |
(1,074,035) (3,775,965) |
(700,000) 8,200,000 |
1 Mr Rolfe resigned as Company Secretary and ceased to be a Key Management Personnel on 8 March 2019
The non-executive directors hold no performance rights.
DIRECTORS’ REPORT
19
Bonuses
During the Financial Year, no STIP bonus payments were made to the Managing Director and key management personnel as Capral Trading EBITDA[2] was below the ‘minimum’ level detailed in section 1 above.
During the financial year ended 31 December 2018, no STIP bonus payments were made to the Managing Director and key management personnel as Capral Trading EBITDA[2] was below ‘minimum’ level.
The percentages of bonus paid and forfeited (as a result of not meeting the performance criteria at ‘target’ level) during the Financial Year and the financial year ended 31 December 2018 are disclosed below:
| % of compensation for the | |||
|---|---|---|---|
| year consisting of STIP | |||
| 2019 | % of bonus paid | % of bonus forfeited | bonus |
| Executives | |||
| A. Dragicevich | - | 100 | - |
| T. Campbell | - | 100 | - |
| % of compensation for the | |||
| year consisting of STIP | |||
| 2018 | % of bonus paid | % of bonus forfeited | bonus1 |
| Executives | |||
| A. Dragicevich | - | 100 | - |
| T. Campbell | - | 100 | - |
| R. Michael | - | 100 | - |
| R. Rolfe | - | 100 | - |
Note :
1 Total compensation used for calculating % purposes excludes share based payments and termination benefits.
2 Trading EBITDA (non-IFRS measure) is EBITDA adjusted for items assessed as unrelated to the underlying performance of the business and allows for a more relevant comparison between financial periods
3 Bonuses relating to a financial year are payable in the following financial year.
Shareholdings of Key Management Personnel - fully paid ordinary shares of the Company
Details of the holdings of Capral’s ordinary shares of key management personnel during the Financial Year are as follows:
| 2019 Held at start of year Granted as compensation |
Received on vesting of performance rights/ exercise of options Other changes during the year Held at end of year |
|---|---|
| Directors R.L. Wood-Ward - - A.M. Dragicevich 7,522,750 - P.J. Jobe 7,100,500 - I.B. Blair 227,348 - G.F. Pettigrew - - Executives T. Campbell 258,204 - R. Michael 715,771 - R. Rolfe 100,000 - |
- - - 2,451,9251 - 9,974,675 - - 7,100,500 - - 227,348 - - - 490,3851 - 748,589 490,3851 (1,206,156)2 - 343,2701 (443,270)3 - |
| 15,924,573 - |
3,775,965 (1,649,426) 18,051,112 |
1 Acquired on vesting of performance rights in March 2019
2 Mr Michael passed away on 15 February 2019
3 Mr Rolfe resigned as Company Secretary and ceased to be a Key Management Personnel on 8 March 2019
DIRECTORS’ REPORT
20
Section 4: Relationship between remuneration and company performance
There is a link between company performance and executive reward. For the Financial Year and the previous 4 financial years, Capral has made STIP payments based upon the achievement of performance (financial and nonfinancial) measures.
Whilst continuing to ensure that Capral attracts and retains qualified, experienced and motivated employees in accordance with the remuneration policy by remunerating employees at a competitive level, Capral has placed more emphasis on at-risk remuneration in order to align remuneration of the employees to the performance of Capral and encourage shareholder wealth.
During the Financial Year and the previous 4 financial years (2015-2018), Capral's financial performance was as follows, with the minimum targets (MT) that were set for the 2019 STIP financial measures also shown:
| Year Ended 31 Dec | 2019 (A) | 2019 (MT) | 2018 (A) | 2017 (A) | 2016 (A) | 2015 (A) |
|---|---|---|---|---|---|---|
| Trading EBITDA $’0001 | 11,021 | 12,750 | 14,268 | 18,409 | 20,265 | 13,028 |
| Operating Cash Flow $’000 | 17,276_2_ | 25,700 | 12,008 | 15,044 | 15,555 | 7,295 |
| Net (Loss)/Profit $’000 | 2,451_2_ | 7,100 | 6,415 | 12,085 | 14,350 | (2,511) |
| % Working Capital to Annualised | 14.68 | 14.10 | 13.92 | 13.89 | 13.87 | 16.24 |
| Sales | ||||||
| Dividend - cents per share | 0.50 | - | 1.75 | 1.25 | - | - |
| Basic earnings / (loss) - cents per | 0.51 | 1.47 | 1.34 | 2.54 | 3.02 | (0.5) |
| share | ||||||
| Share price (closing) $ | 0.115 | n/a | 0.12 | 0.15 | 0.17 | 0.10 |
1 Trading EBITDA (non-IFRS measure) is Statutory EBITDA adjusted for items assessed as unrelated to the underlying performance of the business and allows for a more relevant comparison between financial periods
2 Operating Cash Flow, Net Profit and Basic Earnings per share adjusted to exclude Restructuring Cost and other one-off costs of $6.7 million.
In the Financial Year, Capral’s Trading EBITDA, Operating Cash Flow and Net Profit Before Tax were all below 2018 levels. The minimum targets were not achieved and as a result, no STIP will be payable to Capral key management personnel and only minimal STIP will be payable overall. At a Divisional and Regional level minimum Trading EBITDA measures were achieved in a small number of business units, and there were mixed results relating to Working Capital and sales volume measures.
The following provides examples of other key measures (that are not commercially sensitive) used to assess executive performance:
Performance Area
- Safety
Measure Outcome Reduction in total reportable injury frequency rate
Rate improved on 2018 and Group targets were met
Hours lost & return to work hours Performance targets not met lost from injuries
Safety plan implementation
Plans were substantially implemented in 2019 and target was achieved
Customers Volume retention/ growth Sales areas met some of the specific growth and revenue targets but not margin measures. Performance varied by region/ division Production Operational efficiency Manufacturing plants met some of their operational efficiency/ improvement targets Supply Chain Supply chain and inventory Initiatives were generally not reduction programs achieved People AL & LSL balance reduction Overall leave balance reduction initiatives were achieved. Performance varied by region/ division Anti-dumping Pursue anti-dumping campaign Variable measures review of China finalised with increased measures
DIRECTORS’ REPORT
21
Cost reduction initiatives
implemented. Overall the outcomes were successful.
Costs
Some of the specific cost and expense reduction initiatives were achieved. Performance varied by region/ division
The 2019 STIP payments are similar to those paid in 2018, aligned to financial performance. There is a clear link between financial performance and the level of STIP awarded.
LTIP is linked to Capral’s performance as the value of the performance rights awarded depends on Capral’s share price and dividend payments, and whether the awards vest relate to earnings growth and Capral’s relative TSR performance. There is a link between Capral’s performance and the vesting of rights under LTIP awards. In this regard:
-
In 2019:
-
Capral’s relative TSR performance over the period from January 2017 to December 2019 achieved the 34[th] percentile, below the minimum 50[th] percentile. Consequently, none of the rights subject to the TSR condition that were awarded in 2017 to executives vested.
-
Given earnings in, 2018 and 2019, the aggregate EPS result for the 3 year period 2019 was 4.38 cents per share against an aggregate target of 6.15 cents per share and therefore the EPS condition of the 2017 award was not achieved. Consequently, no rights subject to the EPS condition of the 2017 award will vest and convert into Capral shares.
-
In 2018:
-
Capral’s relative TSR performance over the period from January 2016 to December 2018 achieved the 73[th] percentile, above the minimum 50[th] percentile. Consequently, about 96.2% of the rights subject to the TSR condition that were awarded in 2016 to executives will vest.
-
Given earnings in 2016, 2017 and 2018, the aggregate EPS result for the 3 year period was 6.89 cents per share against an aggregate target of 5.81 cents per share and therefore the EPS condition of the 2016 award was achieved. Consequently, the rights subject to the EPS condition of the 2016 award will vest and convert into Capral shares during March 2019.
Section 5: Summary of Key Employment Contracts
Details of the key contract terms for the Managing Director and other key management personnel as at the end of the Financial Year are as follows:
Contract Details Expiry date
A. Dragicevich T. Campbell No fixed end date No fixed end date 6 months 6 months
Notice of termination by Capral 6 months
Notice of termination by 6 months 6 months employee Termination payments (in lieu of 6 months salary plus accrued but 6 months salary. STIP entitlement notice) unpaid STIP (pro rata for for incomplete financial years is incomplete financial year). subject to Board discretion In addition, unvested LTIP rights may vest if employment is terminated by Capral other than for cause.6 weeks annual leave per annum.
DIRECTORS’ REPORT
22
Environmental regulations
Manufacturing licences and consents required by laws and regulations are held by the consolidated entity at each relevant site as advised by consulting with relevant environmental authorities. All applications for and renewals of licences have been granted and all consents have been given by all relevant authorities.
Directors' and officers' indemnities and insurance
Under Capral's constitution, Capral is required to indemnify, to the extent permitted by law, each director and secretary of Capral against any liability incurred by that person as an officer of Capral. The directors listed on page 5 and the secretary listed on page 8 have the benefit of this indemnity. During the Financial Year, Capral paid a premium for directors’ and officers’ liability insurance policies which cover current and former directors, company secretaries and officers of the consolidated entity. Details of the nature of the liabilities covered and the amount of the premium paid in respect of the directors' and officers' insurance policies are not disclosed, as such disclosure is prohibited under the terms of the contracts.
& Risk Committee, it is satisfied that the provision of these services during the Financial Year by the auditor is compatible with, and did not compromise, the general standard of auditor independence imposed by the Corporations Act for the following reasons:
-
(1) the non-audit services provided do not involve reviewing or auditing the auditor’s own work and have not involved partners or staff acting in a management or decisionmaking capacity for Capral or in the processing or originating of transactions;
-
(2) all non-audit services and the related fees have been reviewed by the Audit & Risk Committee to ensure complete transparency and that they do not affect the integrity and objectivity of Deloitte Touche Tohmatsu; and
-
(3) the declaration required by section 307C of the Corporations Act 2001 confirming independence has been received from Deloitte Touche Tohmatsu.
Details of the amounts paid or payable to Capral's auditor (Deloitte Touche Tohmatsu) for audit and non-audit services provided during the Financial Year are set out in Note 33 of the financial statements.
Indemnities to auditors
Auditor's independence declaration
In respect of non-audit services provided in relation to reviews of consulting and compliance advice during the Financial Year, Deloitte Touche Tohmatsu, Capral's auditor, has the benefit of an indemnity (including in respect of legal costs) for any third party claim in connection with the use, distribution or reliance on their work (except to the extent caused by the wilful misconduct or fraud of Deloitte Touche Tohmatsu, or where it has agreed that the third party may rely on the work or it may be used in a public document).
Proceedings on behalf of Capral
No person has applied to the Court under section 237 of the Corporations Act for leave to bring proceedings on behalf of Capral, or to intervene in any proceedings to which Capral is party, for the purpose of taking responsibility on behalf of Capral for all or part of those proceedings. No proceedings have been brought or intervened in on behalf of Capral with leave of the Court under section 237 of the Corporations Act.
Non-audit services
Capral may decide to employ the auditor on assignments additional to their statutory audit services where the auditor's expertise and experience with the consolidated entity are important.
The Board has considered this position and in accordance with the advice received from the Audit
The auditors' independence declaration as required under section 307C of the Corporations Act is set out on page 23.
Rounding of amounts
Capral is a company of the kind referred to in Class Order 2016/191, dated 24 March 2016, and in accordance with that Class Order amounts in the Directors' Report and the Financial Report are rounded off to the nearest thousand dollars, unless otherwise indicated.
Signed in accordance with a resolution of directors made pursuant to section 298(2) of the Corporations Act 2001.
On behalf of the directors
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==> picture [105 x 56] intentionally omitted <==
R. L. Wood-Ward Chairman
A. M. Dragicevich Managing Director
Sydney 26 February 2020
DIRECTORS’ REPORT
23
==> picture [149 x 28] intentionally omitted <==
Deloitte Touche Tohmatsu ABN 74 490 121 060
Eclipse Tower Level 19 60 Station Street Parramatta NSW 2150 PO Box 38 Parramatta NSW 2124 Australia
DX 28485 Tel: +61 (0) 2 9840 7000 Fax: +61 (0) 2 9840 7001 www.deloitte.com.au
The Board of Directors Capral Limited Level 4 60 Philip Street Parramatta NSW 2150
Dear Directors,
Capral Limited
In accordance with section 307C of the Corporations Act 2001 , I am pleased to provide the following declaration of independence to the directors of Capral Limited.
As lead audit partner for the audit of the financial statements of Capral Limited for the financial year ended 31 December 2019, I declare that to the best of my knowledge and belief, there have been no contraventions of:
(i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit
(ii) any applicable code of professional conduct in relation to the audit.
Yours sincerely
==> picture [245 x 27] intentionally omitted <==
DELOITTE TOUCHE TOHMATSU
==> picture [129 x 30] intentionally omitted <==
David White
Partner Chartered Accountants Parramatta, 26 February 2020
Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte Network.
24
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
for the financial year ended 31 December 2019
| COMPREHENSIVE INCOME for the financial year ended 31 December 2019 |
|
|---|---|
| Continuing operations Note |
2019 $’000 2018 $’000 |
| Sales revenue Scrap and other revenue Revenue 3 Other income 3 Raw materials and consumables used Employee benefits expense 2 Depreciation and amortisation expense 2 Finance costs 2 Freight expense Occupancy costs 2 Repairs and maintenance expense Restructuring costs 2 Other expenses (Loss)/profit before tax Income tax 4 (Loss)/profit for the year Other comprehensive income Items that will not be reclassified subsequently to profit or loss Gain on revaluation of properties Other comprehensive income for the year Total comprehensive (loss)/income for the year Earnings per share Basic earnings per share Diluted earnings per share 25 25 |
391,634 421,576 27,322 33,531 418,956 455,107 212 470 (260,587) (284,039) (86,088) (89,833) (18,439) (5,620) (5,762) (1,081) (12,237) (12,050) (810) (19,403) (6,516) (6,952) (6,095) (29) (26,874) (30,155) (4,240) 6,415 - - (4,240) 6,415 - - |
| - - (4,240) 6,415 (Cents pershare) (Cents pershare) |
|
| (0.88) (0.88) 1.34 1.28 |
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
FINANCIAL STATEMENTS
25
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 31 December 2019
| as at 31 December 2019 | |||
|---|---|---|---|
| Note | 2019 | 2018 | |
| $’000 | $’000 | ||
| ASSETS | |||
| Current assets | |||
| Cash and cash equivalents | 7 | 17,938 | 27,566 |
| Trade and other receivables | 8 | 62,564 | 65,403 |
| Inventories | 9 | 78,907 | 84,960 |
| Other financial assets | 31 (c) | 10 | 561 |
| Prepayments | 10 | 1,625 | 1,197 |
| Total current assets | 161,044 | 179,687 | |
| Non-current assets | |||
| Deferred tax assets | 11 | 2,857 | 2,857 |
| Property, plant and equipment | 14 | 40,431 | 44,931 |
| Right-of-use assets | 16 | 76,860 | - |
| Other intangible assets | 15 | 452 | 308 |
| Total non-current assets | 120,600 | 48,096 | |
| Total assets | 281,644 | 227,783 | |
| LIABILITIES | |||
| Current liabilities | |||
| Trade and other payables | 18 | 65,409 | 78,398 |
| Lease liabilities | 19 | 13,877 | - |
| Provisions | 20 | 13,385 | 12,870 |
| Other financial liabilities | 31 (c) | 1,086 | 169 |
| Deferredincome | 21 | 103 | 147 |
| Total current liabilities | 93,860 | 91,584 | |
| Non-current liabilities | |||
| Lease liabilities | 19 | 90,654 | - |
| Provisions | 20 | 4,104 | 4,671 |
| Total non-current liabilities | 94,758 | 4,671 | |
| Total liabilities | 188,618 | 96,255 | |
| Net assets | 93,026 | 131,528 | |
| EQUITY | |||
| Issued capital | 22 | 425,744 | 425,744 |
| Reserves | 23 (a) | 35,018 | 39,946 |
| Accumulated losses | 23 (b) | (367,736) | (334,162) |
| Total equity | 93,026 | 131,528 |
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
FINANCIAL STATEMENTS
26
CONSOLIDATED STATEMENT OF CASH FLOWS
for the financial year ended 31 December 2019
| for the financial year ended 31 December 2019 | |||
|---|---|---|---|
| Note | 2019 | 2018 | |
| $’000 | $’000 | ||
| Cash flows from operating activities | |||
| Receipts from customers | 463,691 | 503,174 | |
| Paymentsto suppliers and employees | (447,246) | (490,085) | |
| 16,445 | 13,089 | ||
| Interest and other costs of finance paid | (5,581) | (1,081) | |
| Net cashprovided by operating activities | 35(ii) | 10,864 | 12,008 |
| Cash flows from investing activities | |||
| Payments for property, plant and equipment | (5,045) | (10,389) | |
| Payments for intangible assets | (240) | (65) | |
| Interest received | 8 | 18 | |
| Proceeds from sale of property, plant and | |||
| equipment | 4,691 | 1 | |
| Net cash flows used in investing activities | (586) | (10,435) | |
| Cash flows from financing activities | |||
| Payments of dividends | (4,803) | (8,365) | |
| Payment of lease liabilities excluding financing | |||
| component | (15,103) | - | |
| Net cash flows used in financing activities | (19,906) | (8,365) | |
| Net decrease in cash and cash equivalents | (9,628) | (6,792) | |
| Cash and cash equivalents at the beginning | |||
| of the financial year | 27,566 | 34,358 | |
| Cash and cash equivalents at the end of the | |||
| financialyear | 35(i) | 17,938 | 27,566 |
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
FINANCIAL STATEMENTS
27
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2019
| Note Balance as at 1 January 2018 Profit for the year Share-based payments expense Dividends paid Balance as at 31 December 2018 Balance as at 1 January 2019 Loss for the year Share-based payments expense Shares acquired on conversion of vested rights Initial adoption of AASB 16 Leases 1(b) Dividends paid Balance as at 31 December 2019 |
Fully paid ordinary shares Equity-settled compensation reserve Asset revaluation reserve Dividend Reserve Accumulated losses Total $'000 $'000 $'000 $'000 $'000 $'000* 425,744 10,413 1,014 29,883 (334,162) 132,892 |
|---|---|
| - - - 6,415 - 6,415 - 586 - - - 586 - - - (8,365) - (8,365) |
|
| 425,744 10,999 1,014 27,933 (334,162) 131,528 |
|
| 425,744 10,999 1,014 27,933 (334,162) 131,528 |
|
| - - - - (4,240) (4,240) - 190 - - - 190 - (315) - - - (315) - - - - (29,334) (29,334) - - - (4,803) - (4,803) |
|
| 425,744 10,874 1,014 23,130 (367,736) 93,026 |
*Dividend reserve represents undistributed profits since the financial year 2010. The dividend reserve has been separated from the accumulated losses reserve from 01 January 2018. The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
FINANCIAL STATEMENTS
28
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
1a. General Information
Capral Limited ( the Company ) is a public listed company incorporated and operating in Australia. The Company's shares are quoted on the Australian Securities Exchange (ASX Code: CAA).
The Company's registered office and its principal place of business is as follows:
Registered office & principal place of business
71 Ashburn Road Bundamba QLD 4304 Tel: (07) 3816 7000
The principal continuing activities of the consolidated entity consist of the manufacturing, marketing and distribution of fabricated and semi-fabricated aluminium related products.
1b. Adoption of new and revised Accounting Standards
In the current year, the Group has adopted all the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to its operations and effective for the current annual reporting period. The adoption of these Standards and Interpretations except for AASB 16 Leases, did not have any material effect on the Group's financial statements.
Application of AASB 16 Leases (‘AASB 16’)
The Group has applied AASB 16 in accordance with the transitional approach C5(b) to retrospectively adjust the cumulative effect of initially applying this standard recognised at the date of initial application i.e. 01 January 2019 in the opening retained earnings. Consequently, the Group has not restated the comparative information. In contrast to lessee accounting, AASB 16 substantially carries forward the lessor accounting requirements in AASB 117.
Impact of the new definition of a lease
The Group has not made use of the practical expedient available on transition to AASB 16 and has reassessed whether a contract is or contains a lease. The change in definition of a lease mainly relates to the concept of control. AASB 16 distinguishes between leases and service contracts on the basis of whether the use of an identified asset is controlled by the lessee. Control is considered to exist if the lessee has:
-
» The right to obtain substantially all of the economic benefits from the use of an identified asset; and
-
» The right to direct the use of that asset.
The Group has applied the definition of a lease and related guidance set out in AASB 16 to all lease contracts (whether it is a lessor or a lessee in the lease contract). The new definition in AASB 16 does not change significantly the scope of contracts that meet the definition of a lease for the Group
AASB 16 has impacted how the Group accounts for leases previously classified as operating leases under AASB 117 which were off-balance sheet.
NOTES TO THE FINANCIAL STATEMENTS
29
1b. Adoption of new and revised Accounting Standards (Cont’d)
Financial impact of the initial application of AASB 16
The tables below show the amount of adjustment for each financial statement line item affected by the application of AASB 16 for the current year.
| Consolidated | |
|---|---|
| 2019 | |
| $’000 | |
| Impact on profit/(loss) for the Financial year | |
| Increase in depreciation and amortisation expenses (1) | 12,891 |
| Increase in finance costs (1) | 4,459 |
| Decrease in employee benefits expenses, occupancy costs and other expenses (1), (4) | (18,347) |
| Impact on (loss)/earnings per share | $ |
| (Increase)/decrease in loss per share from continuing operations | |
| Basic | 0.15 |
| Diluted | 0.15 |
Impact on assets, liabilities and equity as at 31 December 2019
| Date of Initial Applicati on (1 January 2019) $’000 |
New, Extensions & Renewal of Leases During The Financial Year $’000 |
Lease Payments (Excl. Other Costs) $’000 |
Depreciation –Right of Use Assets for The Financial Year $’000 |
Interest Expense – Lease Liabilities for The Financial Year $’000 |
Impact as at 31 December 2019 $’000 |
|
|---|---|---|---|---|---|---|
| Right of Use Assets (1),(2) |
59,727 | 30,024 | - | (12,891) | - | 76,860 |
| Net Impact on Total Assets |
59,727 | 30,024 | - | (12,891) | - | 76,860 |
| Lease Liabilities (1) |
(90,022) | (28,397) | 18,347 | - | (4,459) | (104,531) |
| Lease Straight Lining Provision (4) |
961 | - | - | - | - | 961 |
| Net Impact on Total Liabilities |
(89,061) | (28,397) | 18,347 | - | (4,459) | (103,570) |
| Net Impact of Retained Earnings |
29,334 | - | - | - | - | 29,334 |
| Net Impact on Total Liabilities and Equity |
(59,727) | (28,397) | 18,347 | - | (4,459) | (74,236) |
(1) The application of AASB 16 to leases previously classified as operating leases under AASB 117 resulted in the recognition of right-of-use assets and lease liabilities. It resulted in a decrease in ‘employee benefits expenses’, ‘occupancy costs’ and ‘other expenses’, and an increase in depreciation and interest expense.
(2) Equipment under finance lease arrangements previously presented within property, plant and equipment is now presented within the line item right-of-use assets. There has been no change in the amount recognised.
(3) Lease liability on leases previously classified as finance leases under AASB 117 and previously presented within obligations under finance leases is now presented in the line ‘lease liabilities’. There has been no change in the liability recognised.
The incremental borrowing rate varies depending on the tenor of the leases ranging from 2.93% to 4.53%.
NOTES TO THE FINANCIAL STATEMENTS
30
1b. Adoption of new and revised Accounting Standards (Cont’d)
Impact on assets, liabilities and equity as at 31 December 2019 (Cont’d)
(4) Lease liability incentives previously recognised in respect of the operating leases have been derecognised by an adjustment to retained earnings whereas under AASB 117, they resulted in the recognition of a lease liability incentive, amortised as a reduction of rental expenses on a straight-line basis.
The adoption of AASB 16 has resulted in a timing difference between lease payments allowed as deduction for tax purposes and the interest and depreciation for accounting purposes. The timing difference has not been recognised due to a tax loss was estimated in the current financial year.
Impact on the statement of cash flows
» Cash paid for the interest portion of lease liabilities is included under interest paid as part of operating activities
» Cash payments for the principal portion of leases liabilities is included as part of financing activities.
Under AASB 117, all lease payments on operating leases were presented as part of cash flows from operating activities. Consequently, the net cash generated by operating activities has increased by $15,103,000 and net cash used in financing activities increased by the same amount.
The adoption of AASB 16 did not have an impact on net cash flows.
NOTES TO THE FINANCIAL STATEMENTS
31
1c. Significant accounting policies
Statement of Compliance
The financial report is a general purpose financial report which has been prepared in accordance with the Corporations Act 2001, Accounting Standards and Interpretations, and complies with other requirements of the law.
The financial report includes the financial statements of the Company and the financial statements of the Group. For the purpose of preparing the consolidated financial statements, the Company is a for-profit entity.
Accounting Standards include Australian equivalents to International Financial Reporting Standards ('A-IFRS'). Compliance with A-IFRS ensures that the financial statements and notes of the Group comply with International Financial Reporting Standards ('IFRS').
The financial statements were authorised for issue by the directors on 26 February 2020.
Basis of Preparation
The financial report has been prepared on the basis of historical cost, except for the revaluation of certain noncurrent assets and financial instruments. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise noted.
The Company is of a kind referred to in ASIC Class Order 2016/191, dated 24 March 2016, issued by the Australian Securities and Investments Commission, relating to the "rounding off" of amounts in the financial report. Amounts in the financial report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, the nearest dollar as indicated.
The following significant accounting policies have been adopted in the preparation and presentation of the financial report:
(a) Basis of Consolidation
The financial statements incorporate the financial statements of the Company and entities (including special purpose entities) controlled by the Company (and its subsidiaries) (referred to as 'the Group' in these financial statements).
Control is based on whether an investor has:
- power over the investee
(b) Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
(c) Business Combinations
Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred.
Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its acquisitiondate fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition where they qualify as measurement period adjustments (see below). All other subsequent changes in the fair value of contingent consideration classified as an asset or liability are accounted for in accordance with relevant Standards. Changes in the fair value of contingent consideration classified as equity are not recognised.
The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under AASB 3(2008) are recognised at their fair value at the acquisition date, except that:
• deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and measured in accordance with AASB 112 Income Taxes and AASB 119 Employee Benefits respectively;
• liabilities or equity instruments related to the replacement by the Group of an acquiree’s share based payment awards are measured in accordance with AASB 2 Share-based Payment; and
• assets (or disposal groups) that are classified as held for sale in accordance with AASB 5 Non-Current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.
-
exposure, or rights, to variable returns from its involvement with the investee, and
-
the ability to use its power over the investee to affect the amount of the returns.
The results of the subsidiaries acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the effective date of acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.
NOTES TO THE FINANCIAL STATEMENTS
32
1c. Significant accounting policies (cont'd)
(d) Cash and Cash Equivalents
Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value and have a maturity of three months or less at the date of acquisition. Bank overdrafts are shown within borrowings in current liabilities in the statement of financial position.
(e) Derivative Financial Instruments
The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risk, including foreign exchange forward contracts.
Further details of derivative financial instruments are disclosed in Note 31 to the financial statements. Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date.
The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition of profit or loss depends on the nature of the hedge relationship. The fair value of hedging derivatives is classified as a non-current asset or a non-current liability if the remaining maturity of the hedge relationship is more than 12 months, and as a current asset or current liability if the remaining maturity of the hedge relationship is less than 12 months. The Group's derivatives do not qualify for hedge accounting and are not designated into an effective hedge relationship and are classified as a current asset and current liability.
Embedded Derivatives
Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of AASB 9 (e.g. financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at FVTPL.
(f) Employee Benefits
(i) Salaries, wages and leave benefits
A liability is recognised for benefits accruing to employees in respect of wages and salaries, including non-monetary benefits, annual leave and long service leave, when it is probable that settlement will be required, and they are capable of being measured reliably. Liabilities recognised in respect of short-term employee benefits are measured at their nominal values using the remuneration rate expected to apply at the time of settlement. Liabilities recognised in respect of long-term employee benefits are measured at the present value of the estimated future cash outflows to be made by the Group in respect of services provided by employees up to reporting date.
(ii) Share-based payments
Equity-settled share-based payments with employees are measured at the fair value of the equity instrument at the grant date.
The fair value of the performance rights is estimated at grant date using a Monte-Carlo Simulation analysis taking into account the terms and conditions upon which the securities are granted.
The fair value of the options is estimated at grant date using a binomial tree model taking into account the terms and conditions upon which the securities are granted.
The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
The fair value determined at the grant date of the equitysettled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest.
Further details on how the fair value of equity-settled share-based transactions have been determined can be found in Note 37.
(iii) Defined contribution plan
Contributions to defined contribution superannuation plans are expensed when incurred.
(g) Financial Assets
Investments are recognised and derecognised on trade date where the purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value, net of transaction costs except for those financial assets classified as at fair value through the profit or loss which are initially measured at fair value. Subsequent to initial recognition, investments in subsidiaries are measured at cost in the Company's financial statements. Other financial assets are classified into the following specified categories: financial assets at amortised cost; financial assets at fair value through other comprehensive income and financial assets at fair value through profit or loss account. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.
Effective interest method
The effective interest method is a method of calculating the amortised cost of a financial asset and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset, or, where appropriate, a shorter period.
Income is recognised on an effective interest rate basis for debt instruments other than financial assets 'at fair value through profit or loss'.
NOTES TO THE FINANCIAL STATEMENTS
33
1c. Significant accounting policies (cont'd)
(g) Financial Assets (cont'd)
Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognised in profit or loss to the extent they are not part of a designated hedging relationship.
The net gain or loss recognised in profit or loss on the financial assets is included in the other income or other expenses. Fair value is determined in the manner described in Note 31.
Trade and other receivables
Trade other receivables that were measured at amortised cost under AASB 139 continue to be measured at amortised cost under AASB 9 as they are held within a business model to collect contractual cash flows. Trade and other receivables are measured at amortised cost using the effective interest method less impairment. Interest is recognised by applying the effective interest rate.
Impairment of financial assets
Impairment of financial assets is based on an expected credit loss (“ECL”) model under AASB 9 rather than incurred loss model. ECLs are a probability-weighted estimate of credit losses. The group calculated ECLs based on consideration of customer-specific factors and actual credit loss experience over the past two years. As a percentage of revenue, the Group’s actual credit loss experience has not been material. There has been no material impact in adopting AASB 9.
Financial assets, other than those at fair value through profit or loss, are assessed for indicators of impairment at each balance date. Financial assets are impaired where there is objective evidence that as a result of one or more events that occurred after the initial recognition of the financial asset the estimated future cash flows of the investment have been impacted.
For financial assets carried at amortised cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables where the carrying amount is reduced through the use of an allowance account. When a trade receivable is uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.
ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for the amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.
(h) Financial Instruments Issued by the Group
Debt and equity instruments
Debt and equity instruments are classified as either liabilities or as equity in accordance with the substance of the contractual arrangement.
Compound instruments
The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument.
This amount is recorded as a liability on an amortised cost basis until extinguished on conversion or upon the instruments reaching maturity. The equity component initially brought to account is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity, net of income tax effects and is not subsequently remeasured.
Financial guarantee contract liabilities
Financial guarantee contract liabilities are measured initially at their fair values and subsequently at the higher of the amount recognised as a provision and the amount initially recognised less cumulative amortisation.
Financial liabilities
Financial liabilities are classified as either financial liabilities ‘at fair value through profit or loss’ or other financial liabilities.
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss are stated at fair value, with any resultant gain or loss recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability. Fair value is determined in the manner described in Note 31.
Derecognition of financial assets
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of
NOTES TO THE FINANCIAL STATEMENTS
34
1c. Significant accounting policies (cont'd)
(h) Financial Instruments Issued by the Group (cont’d)
Other financial liabilities
Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs.
Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. Refer note 1c (n).
(i) Foreign Currency
In preparing the financial statements, transactions in currencies other than the entity's functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance date, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the balance date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Nonmonetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences are recognised in profit or loss in the period in which they arise except for exchange differences which relate to assets under construction for future productive use, which are included in the cost of those assets where they are regarded as an adjustment to interest costs on foreign currency borrowings.
(j) Impairment of Other Tangible and Intangible Assets excluding goodwill
At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit ( CGU ) to which that asset belongs.
Where an impairment loss subsequently reverses, the carrying amount of the asset (CGU) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (CGU) in prior years. A reversal of an impairment loss is recognised in the profit or loss immediately, unless the relevant asset is carried at fair value, in which case the reversal of the impairment loss is treated as a revaluation increase.
(k) Income Tax
The income tax expense or revenue for the period is the tax payable on the current period's taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
The Company and its wholly-owned Australian entities have implemented the tax consolidation legislation.
The current and deferred tax amounts for the taxconsolidated group are allocated to the members of the tax-consolidated group (including the Company as the head entity) using the ‘separate taxpayer within group’ approach, with deferred taxes being allocated by reference to the carrying amounts in the financial statements of each member entity and the tax values applying under tax consolidation. Current tax liabilities and assets and deferred tax assets arising from unused tax losses and relevant tax credits arising from this allocation process are then accounted for as immediately assumed by the head entity, as under Australian taxation law the head entity has the legal obligation (or right) to these amounts.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually and whenever there is an indication that the asset may be impaired. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (CGU) is reduced to its recoverable amount. An impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value, in which case the impairment loss is treated as a revaluation decrease.
NOTES TO THE FINANCIAL STATEMENTS
35
1c. Significant accounting policies (cont'd)
(l) Intangible Assets
Intangible assets acquired in a business combination are identified and recognised separately from goodwill where they satisfy the definition of an intangible asset and their fair value can be measured reliably.
Patents, trademarks and licences
Patents, trademarks and licences are recorded at cost less accumulated amortisation and impairment. Amortisation is charged on a straight-line basis over their estimated useful lives, which vary from 5 to 16 years.
The estimated useful life and amortisation method is reviewed at the end of each annual reporting period, with any changes being recognised as a change in accounting estimate.
Software
Software assets including system development costs have a finite useful life and are carried at cost less accumulated amortisation and impairment losses. Amortisation is calculated using the straight-line method to allocate the cost over the assets estimated useful lives, which vary from 3 to 5 years.
(m) Inventories
Inventories representing aluminium log, other supplies and finished goods are valued at the lower of cost and net realisable value.
Net realisable value represents the estimated selling price less all estimated costs of completion and costs necessary to make the sale.
Aluminium log is valued at moving average of direct purchase cost. Cost of rolled product has been determined principally on moving average of direct purchase costs. Costs for finished and partly finished includes moving average metal cost, direct labour, and appropriate proportion of fixed and variable factory overhead.
(n) Leases
The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as copiers). For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise:
-
Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable;
-
Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date; and
-
Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:
-
The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.
-
The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used).
-
A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.
The depreciation starts at the commencement date of the lease.
Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.
For comparatives, leases are classified as finance leases when the terms of the lease transfer substantially all the risks and rewards incidental to ownership of the leased asset to the lessee. All other leases are classified as operating leases.
NOTES TO THE FINANCIAL STATEMENTS
36
1c. Significant accounting policies (cont'd)
(n) Leases (cont’d)
Operating lease payments are recognised as an expense on a straight-line basis over the lease team, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefits of incentives are recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
(o) Property, Plant and Equipment
Land and buildings are measured at fair value less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Fair value is determined on the basis of a periodic, independent valuation by external valuation experts, based on discounted cash flows or capitalisation of net income, as appropriate.
Periodic reviews are conducted every three to five years. The fair values are recognised in the financial statements of the Group and are reviewed at the end of each reporting period to ensure that the carrying value of land and buildings is not materially different from their fair values. Any revaluation increase arising on revaluation of land and buildings are credited to the asset revaluation reserve except to the extent that the increase reverses a revaluation decrease for the same asset previously recognised as an expense in profit or loss, in which case the increase is credited to the profit and loss to the extent of the decrease previously charged. A decrease in carrying amount arising on the revaluation of land and buildings is charged as an expense in profit or loss to the extent that it exceeds the balance, if any, held in the revaluation reserve relating to a previous revaluation of that asset.
Depreciation on revalued buildings is charged to profit or loss. On the subsequent sale or retirement of revalued property, the attributable revaluation surplus remaining in the revaluation reserve, net of any related taxes, is transferred directly to retained earnings.
Plant and equipment, and leasehold improvements are stated at cost less accumulated depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of the item.
In the event that settlement of all or part of the purchase consideration is deferred, cost is determined by discounting the amounts payable in the future to their present value as at the date of acquisition. Depreciation is provided on property, plant and equipment, including freehold buildings but excluding land. Depreciation is calculated on a straight-line basis so as to write off the net cost or other revalued amount of each asset over its expected useful life to its estimated residual value.
useful lives, residual values and depreciation method are reviewed at the end of each annual reporting period, with the effect of any changes recognised on a prospective basis.
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset.
(p) Provisions
Provisions are recognised when the Group has a present, legal or constructive obligation as a result of past events, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cashflows estimated to settle the present obligation, its carrying amount is the present value of those cashflows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that the reimbursement will be received and the amount of the receivable can be measured reliably.
Onerous contracts
Present obligations arising under onerous contracts are recognised and measured as a provision. An onerous contract is considered to exist where the Group has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.
Restructuring
A restructuring provision is recognised when the Group has developed a detailed formal plan for the restructuring and has raised a valid expectation in those affected that it will carry out the restructuring by starting to implement the plan or announcing its main features to those affected by it.
The measurement of a restructuring provision includes only the direct expenditures arising from the restructuring, which are those amounts that are both necessarily entailed by the restructuring and not associated with the ongoing activities of the entity.
Provision for restoration and rehabilitation (provision for make good on leased assets)
A provision for restoration and rehabilitation (provision for make good on leased assets) is recognised when there is a present obligation as a result of production activities undertaken, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the provision can be measured reliably. The estimated future obligations include the costs of removing the facilities and restoring the affecting areas.
Leasehold improvements are depreciated over the period of the lease or estimated useful life, whichever is shorter, using the straight-line method. The estimated
NOTES TO THE FINANCIAL STATEMENTS
37
1c. Significant accounting policies (cont'd)
(q) Revenue Recognition
Revenue is recognised when (or as) a performance obligation is satisfied, i.e. when ‘control’ of the goods or services underlying the particular performance obligation is transferred to the customers.
The Group recognises revenue from the sale of products and when it transfers control of a product to a customer, which is the point in time that the customer obtains control of the goods being on acceptance of the goods by the customer.
Revenue is measured at the fair value of the consideration received or receivable. Sales revenue comprises sales of goods and services at net invoice values less returns, trade allowances and applicable rebates.
(s) Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing the profit/(loss) attributable to equity holders of the Group, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the year, adjusted for bonus elements in ordinary shares issued during the year.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
Royalties
Royalty revenue is recognised on an accrual basis in accordance with the substance of the relevant agreement.
Royalties are recognised on the subsequent sale or usage, and the performance obligation to which the royalty has been allocated has been satisfied.
Rental income
The Group's policy for recognition of revenue from operating leases is described in note 1c (q).
Interest revenue
Interest revenue is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount.
(r) Goods and Services Tax
Revenues, expenses and assets are recognised net of the amount of goods and services tax ( GST ) except:
(i) where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense; or
(ii) for receivables and payables which are recognised inclusive of GST.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority, is classified as operating cash flows.
NOTES TO THE FINANCIAL STATEMENTS
38
1d. Critical accounting judgements and key sources of estimation uncertainty
In the application of the Group's accounting policies, which are described in note 1, management is required to make judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Critical judgements in applying the Group's accounting policies
The following are the critical judgements (apart from those involving estimations which are dealt with above), that management has made in the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in the financial statements.
Inventories
Note 9 sets out the categories of inventory carried. The net realisable value of inventories is the estimated selling price in the ordinary course of business less estimated costs to sell which approximates fair value less cost to sell. The key assumptions require the use of management judgement and are reviewed annually.
These key assumptions are the variables affecting the estimated costs to sell and the expected selling price. Any reassessment of cost to sell or selling price in a particular year will affect the cost of goods sold.
Indicators of impairment and reversal of impairment
Note 14 sets out the categories of property, plant and equipment held. In assessing whether there is any indication that property, plant and equipment may be impaired, or whether a reversal of previous impairment losses should be recognised, management has used, among others, the following key assumptions:
-
(i) the cyclical nature of both residential and commercial building activity,
-
(ii) aluminium prices which impact margins to the extent that price variations are passed on to customers or not, and
-
(iii) anti-dumping outcomes in relation to import duties imposed on overseas suppliers.
The key assumptions required the use of management judgement and are reviewed biannually.
Employee benefits
Key assumptions used in the calculation of leave benefit provisions at balance date:
-
(i) future on-cost rates,
-
(ii) experience of employee departures and period of service, and
-
(iii) future increase in wages and salaries.
Useful lives of property, plant and equipment
The Group reviews the estimated useful lives of property, plant and equipment at the end of each annual reporting period. During the financial year, the directors determined that there were no revisions to the useful lives of property, plant and equipment.
Lease renewal
The Group reassess whether it is reasonably certain to exercise an extension option, or not to exercise a termination option, upon the occurrence of either a significant event or a significant change in circumstances that:
-
is within the control of the Group; and
-
affects whether the Group is reasonably certain to exercise an option not previously included in its determination of the lease term, or not to exercise an option previously included in its determination of the lease term.
Incremental borrowing rate (AASB 16)
The rate is defined as the rate of interest that the lessee would have to pay to borrow over a similar term and with a similar security the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment.
Deferred taxation
The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable taxable profits will be available in the future against which the reversal of temporary differences can be deducted. To determine the future taxable profits, reference is made to the latest available profit forecasts. Where the temporary differences are related to losses, relevant tax law is considered to determine the availability of the losses to offset against the future taxable profits. Recognition of deferred tax assets therefore involves judgement regarding the future financial performance of the particular legal entity or tax group in which the deferred tax asset has been recognised.
1e. Comparative information
Where necessary, comparative amounts have been reclassified and repositioned for consistency with current period disclosures.
NOTES TO THE FINANCIAL STATEMENTS
39
2 Profit for the year
| 2 Profit for the year |
||
|---|---|---|
| Consolidated | ||
| 2019 | 2018 | |
| $’000 | $’000 | |
| (a) Other expenses | ||
| Profit before tax includes the following specific net | ||
| expenses: | ||
| Inventory: | ||
| Write-down of inventory to net realisable value | 1,778 | 559 |
| Reversal of write-down of inventory | (1,450) | (25) |
| Amortisationof intangibles assets | 106 | 93 |
| Totalamortisation | 106 | 93 |
| Depreciation – owned assets | ||
| Buildings | 170 | 176 |
| Leasehold improvements | 253 | 236 |
| Plantand equipment | 5,019 | 5,115 |
| Total depreciation–owned assets | 5,442 | 5,527 |
| Depreciation – right of use assets | ||
| Buildings | 10,904 | - |
| Plantand equipment | 1,987 | - |
| Totaldepreciation – rightofuse assets | 12,891 | - |
| Totaldepreciationand amortisation | 18,439 | 5,620 |
| Occupancy costs | ||
| Sublease income received | (2,159) | (1,796) |
| Minimum lease payments | 15,712 | 17,856 |
| AASB 16 rent offset | (16,166) | - |
| Site costs | 3,423 | 3,343 |
| 810 | 19,403 | |
| Expenserelatingtoleases of low value assets | 82 | - |
| Other charges against assets | ||
| Impairmentof tradereceivables | 103 | 388 |
| Employee benefit expense | ||
| Post-employment benefits: | ||
| - defined contribution plans | 6,364 | 6,646 |
| Equity-settled share-based payments | 190 | 586 |
| Termination benefits | 36 | 43 |
| Otheremployee benefits | 79,498 | 82,558 |
| 86,088 | 89,833 | |
| Restructuring costs | ||
| Machinery and equipment dismantling and relocation | 2,342 | - |
| Redundancy costs | 3,248 | - |
| Othersite closure costs | 505 | 29 |
| 6,095 | 29 | |
| Finance costs | ||
| Interest and finance charges paid/payable | ||
| -third party financier | 5,581 | 922 |
| Net finance costs are comprised of: | ||
| Interest and fees on bank overdrafts and loans | 1,122 | 922 |
| Interest component of lease liabilities | 4,459 | - |
| Impact of discounting on long-term provisions | 181 | 159 |
| Total interestexpense | 5,762 | 1,081 |
| (b) Gains and Losses | ||
| Net gain on foreign exchange | 403 | 734 |
| Net gain/(loss) on disposal of property, plant and | ||
| equipment | 12 | (3) |
NOTES TO THE FINANCIAL STATEMENTS
40
| 40 | |
|---|---|
| Consolidated | |
| 2019 $’000 2018 $’000 |
|
| 3 Revenue and other income Revenue from continuing operations Sales revenue - sale of goods (i) 391,634 421,576 Other revenue Scrap revenue (i) 27,314 33,513 Interest - other 8 18 Total other revenue 27,322 33,531 Other income Royalties 212 468 Other miscellaneous income - 2 212 470 (i) Recognised at a point in time. 4 Income tax expense (a) Reconciliation of income tax benefit to prima facie tax benefit Profit from continuing operations before income tax expense (4,240) 6,415 Income tax calculated @ 30% (2018:30%) (1,272) 1,925 Tax effect of non-assessable / non-deductible items: Effect of items that are temporary differences for which decrease in deferred tax assets have not been previously recognised (3,966) (1,675) Effect of items that are not deductible or taxable in determining taxable profit 106 184 Effect of tax losses not recognised as deferred tax assets 5,132 - Effect of tax losses utilised - (434) Income tax benefit - - (b) Tax losses Accumulated unused gross tax losses for which no deferred tax asset has been recognised 296,7281 279,6211 Potential tax benefit @ 30% (2018:30%) 89,018 83,886 All unused tax losses were incurred by Australian entities. 1Subject to income tax recoupment rules in subsequent years |
391,634 421,576 |
| 27,314 33,513 8 18 |
|
| 27,322 33,531 |
|
| 212 468 - 2 |
|
| 212 470 |
|
| (4,240) 6,415 |
|
| (1,272) 1,925 (3,966) (1,675) 106 184 5,132 - - (434) |
|
| - - |
5 Changes in accounting estimates
There were no significant changes in accounting estimates during the Financial Year (2018: none).
NOTES TO THE FINANCIAL STATEMENTS
41
6 Segment information
The information reported to the Managing Director, as the Group’s chief operating decision maker, for the purposes of resource allocation and assessment of performance is focused on the type of goods supplied, being aluminium products. As such, in 2018 and 2019, the Group operated in one reportable segment under AASB 8 Operating Segment .
Major Products and Services
The Group produces a wide range of extruded aluminium products and systems. It distributes those manufactured products in addition to a small amount of bought-in products through two distribution channels.
The Group supplies to three market segments through each of its distribution channels:
-
Residential - supply of aluminium and other components for windows and doors, showers and wardrobes and security products,
-
Commercial - supply of aluminium and other components for windows and doors, internal fit outs and other commercial building related products, and
-
Industrial - supply of aluminium extrusions and rolled products for industrial uses.
Management does not report on the revenues from external customers for each of the market segments.
Geographic Information
The Group operates in one geographical area, Australia.
Information About Major Customers
There are no individual major customers who contributed more than 10% of the Group’s revenue in either the Financial Year or in 2018.
| Consolidated | |||
|---|---|---|---|
| 2019 | 2018 | ||
| $’000 | $’000 | ||
| 7 | Current assets - cash and cash |
||
| equivalents | |||
| Cash at bank and cash in hand | 17,938 | 27,566 | |
| Consolidated | |||
| 2019 | 2018 | ||
| $’000 | $’000 | ||
| 8 | Current assets - trade and |
||
| other receivables | |||
| Trade receivables - at amortised cost | 62,508 | 65,461 | |
| Loss allowance (i) | (311) | (620) | |
| 62,197 | 64,841 | ||
| Other receivables-at amortised cost | 367 | 562 | |
| 62,564 | 65,403 | ||
| Disclosed in the financial statements as: | |||
| Current trade and other receivables | 62,564 | 65,403 | |
| Non-currentother receivables | - | - | |
| 62,564 | 65,403 |
The average credit period on sales of goods is approximately 49 days (2018: 48 days). No interest is charged on trade receivables.
- (i) Effective January 1, 2018, the group adopted AASB 9. Impairment of financial assets is based on an expected credit loss (“ECL”) model under AASB 9, rather than the incurred loss model under AASB 139. ECLs are a probability-weighted estimate of credit losses. In accordance with AASB 9 paragraph 7.2.20 the group will recognise a loss allowance at an amount equal to lifetime expected credit losses at each reporting date. The group calculated ECLs based on consideration of customer-specific factors and actual credit loss experience over the past 3 years. As a percentage of revenue the group’s actual credit loss experience has not been material. There was no material impact of transition to AASB 9 on the Group’s statement of financial position.
NOTES TO THE FINANCIAL STATEMENTS
42
8 Current assets - trade and other receivables (Cont'd)
| Consolidated | ||
|---|---|---|
| 2019 | 2018 | |
| $’000 | $’000 | |
| (ii)Movement in theloss allowance. | ||
| Balance at beginning of the financial year | (620) | (325) |
| Amounts written off during the financial year | 412 | 93 |
| Increaseinallowancerecognisedinprofitor loss | (103) | (388) |
| Balance atend of thefinancialyear | (311) | (620) |
The Group always measures the loss allowance for trade receivables at an amount equal to lifetime ECL. The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date. Allowances are made for known doubtful debts at the time of appointment of administrators, liquidators or other formal insolvency events.
Included in the Group's trade receivables are debtors with balances in 61 days and over of $580,000 (2018: $1,145,000), refer to note 31(h). No further amount has been provided for as the Group believes that this past due balance is still considered recoverable. In relation to some of the balances the Group holds personal property securities registrations and/or personal guarantees and/or trade indemnity insurance for 90% of the amount outstanding (after applying the deductible). The average age of these receivables is 75 days (2018: 71 days). Aging past due but not impaired was calculated based on agreed customers individual terms.
Aging past due but not impaired:
| Aging past due but not impaired: | ||
|---|---|---|
| Consolidated | ||
| 2019 | 2018 | |
| $’000 | $’000 | |
| 1-30 days past due | 14,838 | 13,867 |
| 31- 60 days past due | 1,621 | 1,620 |
| 61+days past due | 461 | 681 |
| Total | 16,920 | 16,168 |
Included in the loss allowance is the expected credit loss for those individually impaired trade receivables with a balance of $235,000 (2018: $485,000). The impairment recognised represents the difference between the carrying amount of these trade receivables and the present value of the expected proceeds.
| Consolidated | ||
|---|---|---|
| 2019 | 2018 | |
| $’000 | $’000 | |
| 1-30 days past due | 11 | - |
| 31- 60 days past due | 105 | 21 |
| 61+days pastdue | 119 | 464 |
| Total | 235 | 485 |
Major concentrations of credit risk are in the construction, transport, consumer durable and electrical industries in Australia. Furthermore, the Company has credit insurance cover which requires ongoing management of credit accounts with monthly reports provided to the Insurer. Accordingly, there is no further credit provision required in excess of the loss allowance. The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery.
| Consolidated | ||
|---|---|---|
| 2019 | 2018 | |
| $’000 | $’000 | |
| 9 Current assets - inventories |
||
| Raw materials and stores | 18,071 | 19,926 |
| Work in progress | 1,930 | 1,975 |
| Finished goods | 58,906 | 63,059 |
| 78,907 | 84,960 |
All inventories are net of provision and are expected to be recovered within 12 months.
NOTES TO THE FINANCIAL STATEMENTS
43
| Consolidated | |||
|---|---|---|---|
| 2019 | 2018 | ||
| $’000 | $’000 | ||
| 10 | Current assets - prepayments | ||
| Prepayments | 1,625 | 1,197 | |
| 11 | Deferred tax assets | Consolidated | |
| 2019 | 2018 | ||
| $’000 | $’000 | ||
| Deferred | taxassets | 2,857 | 2,857 |
The Group has recognised deferred tax assets of $2,857,000 (2018: $2,857,000) (the Company $2,650,000 - 2018: $2,650,000) based upon the forecasted operational performance the recovery of these prior year losses in the short term is more than probable.
12 Non-current assets - investments
Details of subsidiaries
The financial statements incorporate the assets, liabilities and results of the following subsidiaries:
| Entity name | Equity Holding | Equity Holding | Country of incorporation |
|---|---|---|---|
| 2019 | 2018 % |
||
| % | |||
| Aluminium Extrusion & Distribution Pty Limited1 Austex DiesPtyLimited |
n/a | 100 100 |
Australia Australia |
| 100 |
1 Deregistered on 24 July 2019.
Subsidiary was granted relief from the necessity to prepare financial reports in accordance with Class Order 98/1418 issued by ASIC. The Company and Aluminium Extrusion & Distribution Pty Limited entered into a deed of cross guarantee ( Deed ). Refer to note 29. In connection with deregistration of the subsidiary, the Deed was revoked on 13 May 2019.
13 Related parties
Parent entities
The ultimate parent entity within the Group is Capral Limited.
Equity interests in controlled entities
Interests in controlled entities are set out in Note 12.
Transactions with key management personnel
Refer to Note 37 in relation to securities granted and forfeited during the Financial Year under the Long Term Incentive Plan that include rights granted and shares issued, to Capral's Managing Director, Chief Financial Officer, General Manager (Operations) and Company Secretary (who are key management personnel).
Details of the compensation of, and transactions with, each Director of the Company and key management personnel of the Group are set out in the Directors' Report and in particular, the Remuneration Report.
Transactions with other related parties
In 2019, the parent entity has a non-interest bearing loan of $4,750,000 (2018: $4,150,000) advanced from a controlled entity, Austex Dies Pty Limited. The loan is payable on demand. The Company has entered into the following transactions with controlled entities:
Rental expense of $nil (2018: $69,749[1] ) – Aluminium Extrusion & Distribution Pty Limited[2]
Purchase of dies of $3,585,280 (2018: $3,704,000) – Austex Dies Pty Limited These transactions were conducted on arm’s length commercial terms and conditions at market rates.
1 All tangible and intangible assets of Aluminium Extrusion & Distribution Pty Limited were transferred to the parent entity on 13 June 2018.
2Deregistered on 24 July 2019.
NOTES TO THE FINANCIAL STATEMENTS
44
| 44 | ||
|---|---|---|
| Consolidated | ||
| 2019 | 2018 | |
| $’000 | $’000 | |
| 14 Property, plant and equipment |
||
| Freehold land | ||
| At valuation(i) | 1,200 | 1,200 |
| Accumulated depreciation | - | - |
| Netbookamount | 1,200 | 1,200 |
| Buildings | ||
| At valuation(i) | 3,520 | 3,440 |
| Accumulated depreciation | (572) | (427) |
| Netbookamount | 2,948 | 3,013 |
| Leasehold improvements | ||
| At cost | 12,091 | 11,729 |
| Accumulated depreciation | (7,440) | (7,552) |
| Accumulatedimpairment | (1,970) | (2,069) |
| Net book amount | 2,681 | 2,108 |
| Total land and buildings | 6,829 | 6,321 |
| Plant, machinery and equipment | ||
| At cost | 214,469 | 227,914 |
| Accumulated depreciation | (149,934) | (149,147) |
| Accumulatedimpairment | (32,099) | (48,962) |
| Netbookamount | 32,436 | 29,805 |
| Capital work inprogress atcost | 1,166 | 8,805 |
| Netplant,machinery and equipment | 33,602 | 38,610 |
| Total property, plant and equipment-net book value | 40,431 | 44,931 |
| Accumulated depreciation Accumulatedimpairment Netbookamount Capital work inprogress atcost Netplant,machinery and equipment Total property, plant and equipment-net book value |
(149,934) (14 (32,099) (4 32,436 2 1,166 33,602 3 40,431 4 |
|---|---|
| The following useful lives are used in the calculation of | |
| depreciation: | |
| Buildings | 20-33 Years |
| Leasehold improvements | 5-25 Years |
| Plant and equipment | 3-25 Years |
(i) Valuations of land and building:
An independent valuation of the Group’s land and buildings was performed in November 2017 using Capitalisation and Direct Comparison approaches to determine the fair value of the land and buildings. The valuations, which conform to International Valuation Standards, were determined by reference to recent market transactions on arm’s length terms at the time. The fair value of the Land and Buildings is $1,200,000 and $2,950,000 respectively.
NOTES TO THE FINANCIAL STATEMENTS
45
14 Property, plant and equipment (cont’d)
Reconciliations
Reconciliations of the carrying amounts of each class of property, plant and equipment at the beginning and end of the current and prior financial year are set out below:
| Reconciliations Reconciliations of the carrying amounts of each class of of the current and prior financial year are set out below: |
property, plant and equipment at the beginning | and end |
|---|---|---|
| Freehold land at fair value $’000 Buildings at fair value $’000 |
Leasehold improvements at cost $’000 Plant and equipment at cost $’000 Capital work in progress at cost $’000 |
Total $’000 |
| Consolidated 2019 Opening net book amount 1,200 3,013 Additions - 110 Disposals - (5) Transfers - - Depreciationcharge (Note2(a)) - (170) |
2,108 29,805 8,805 805 3,721 1,144 (9) (666) (4,000) 30 4,595 (4,783) (253) (5,019) - |
|
| 44,931 | ||
| 5,780 | ||
| (4,680) | ||
(158) |
||
| (5,442) | ||
| Net book amount at 31 December 2019 1,200 2,948 |
2,681 32,436 1,166 |
40,431 |
| 2018 Opening net book amount 1,200 3,143 Additions - 33 Disposals - - Transfers - 13 Depreciation charge (Note 2(a)) - (176) |
2,145 29,982 3,603 164 2,697 7,495 - (4) - 35 2,245 (2,293) (236) (5,115) - |
|
| 40,073 | ||
| 10,389 | ||
| (4) | ||
| - | ||
| (5,527) | ||
| Net book amount at 31 December 2018 1,200 3,013 |
2,108 29,805 8,805 |
44,931 |
Impairment of non-current assets
At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit ( CGU ) to which that asset belongs. Management views the Group as representing one CGU.
If there is an indication of impairment, the recoverable amount of property, plant & equipment and intangible assets will be determined by reference to a value in use discounted cash flow valuation of the Group, utilising financial forecasts and projections.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. Cash flows that may result from prior period tax losses are not taken into account. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (CGU) is reduced to its recoverable amount. An impairment loss is recognised in profit or loss immediately.
The result of Impairment assessment as at 31 December 2019
As a result of the non-current assets recoverable amount assessment performed, Capral has determined that no impairment write-down of non-current assets as at 31 December 2019 was necessary. The recoverable amount of the CGU estimated by management exceeded the carrying amount of assets by $3,381,000.
NOTES TO THE FINANCIAL STATEMENTS
46
14 Property, plant and equipment (cont’d)
The key assumptions used in preparing the value in use cash flow valuation as at 31 December 2019 are as follows:
The table below shows key assumptions in the value in use calculation as at 31 December 2019 and value of the input to which the key assumption must change in isolation for the estimated recoverable amount to be equal to its carrying value.
arrying value. |
||
|---|---|---|
| Input to the model | Breakeven input | |
| WACC (Post-tax) | 11.31% | 11.72% |
| Average volumes increase 2021-24 p.a. | 1.10% | 1.00% |
| Long-term growth rate | 1.10% | -0.15% |
The valuation is based on forecast and projected cash flows for a 5 year period commencing January 2020 with a terminal value being applied at the end of this period. The cash flow assumptions are based on management approved budgets for the period from January 2020 to December 2020. Beyond this date cash flow projections until 31 December 2024 are based on projected volume growth and expected improvements in EBITDA per tonne (refer below). Sales volumes are projected to grow at 1.1% per annum. This growth rate corresponds with the average long-term growth rate based on external economic sources.
Volumes
In determining assumptions in relation to sales volumes into the commercial and residential/domestic market, Capral have based these on reputable third party long term economic forecast reports with reference to historical performance and seasonal trends. The volume projections estimate the sales volumes at around 62,000 tonnes at the end of the 5 year period.
Margins
In setting price and margin assumptions, historical performance trends and the impact of previous price increases were reviewed in assessing the timing and quantum of future price increases.
Recent history in relation to direct costs and the impact of changing volumes on manufacturing variances were assessed in setting assumptions on absorbed conversion costs.
In forecasting the margin, Management has considered the production capacity of Capral compared to current volumes and concluded that increase in production volumes to satisfy demand expected by independent market predictions can be attained by predominately increasing variable cost with very limited additional fixed cost expenditure. This is reflected in the resultant average EBITDA per tonne increase of 3.5% per annum from 2021 to 2024.
Working Capital and Capital Expenditure
These assumptions were set in light of strategic initiatives and approved maintenance capital expenditure of an average around $1,500,000 to $2,500,000 per annum, with working capital flexed in relation to the assumed production capacity for volumes throughout the forecast period and historical performance and considering revisions to trading terms with key suppliers and customers.
Discount rate
A discount rate of 11.31%, representing the Company's post-tax weighted average cost of capital has been applied to the cash flow projections.
Economic Factors
Assumptions including Gross Domestic Production ( GDP ), the Consumer Price Index ( CPI ), expected wage and salary increases, foreign exchange and the future impact of aluminium prices have been made with reference to third party economic forecasts and the Company's strategic plans and budgets.
Prior Period Tax Losses
Cash flows that may result from prior period tax losses are not taken into account in determining the recoverable amount of assets.
NOTES TO THE FINANCIAL STATEMENTS
47
| Other intellectual property $’000 |
Software $’000 |
Total $’000 |
|---|---|---|
| 15 Other intangibles assets Consolidated 2019 Cost 15,927 Accumulated amortisation (8,356) Accumulatedimpairment (7,560) |
24,364 (21,457) (2,466) |
|
| 40,291 | ||
| (29,813) | ||
(10,026) |
||
| Net book value 11 |
441 | 452 |
| 2018 Cost 15,915 Accumulated amortisation (8,353) Accumulatedimpairment (7,562) |
24,136 (21,358) (2,470) |
|
| 40,051 | ||
| (29,711) | ||
| (10,032) | ||
| Net book value - |
308 | 308 |
Reconciliations
Reconciliations of the carrying amounts of each class of intangibles at the beginning and end of the current Financial Year are set out below:
Financial Year are set out below: |
||
|---|---|---|
| Other intellectual property $’000 Software $’000 |
Total $’000 |
|
| Consolidated 2019 Opening net book amount Additions Transfers Amortisation |
- 308 12 228 - 10 (1) (105) |
|
| 308 | ||
| 240 | ||
| 10 | ||
| (106) | ||
| Net book amount at 31 December 2019 | 11 441 |
**452 ** |
| 2018 Opening net book amount Additions Amortisation |
- 336 - 65 - (93) |
|
| 336 | ||
| 65 | ||
| (93) | ||
| Net book amount at31 December 2018 | - 308 |
308 |
NOTES TO THE FINANCIAL STATEMENTS
48
16 Right-of-use assets
| 16 Right-of-use assets |
||
|---|---|---|
| Buildings $’000 |
Plant & Equipment $’000 |
Total $’000 |
| Consolidated Cost At 31 December 2018 - Recognised on adoption of AASB 16 (note 1b) 55,321 Additions 22,517 Transfers - |
- 4,406 7,359 148 |
|
| - | ||
| 59,727 | ||
| 29,876 | ||
| 148 | ||
| At 31 December 2019 77,838 |
11,913 | 89,751 |
| Accumulated depreciation At 31 December 2018 - Depreciationcharge (10,904) |
- (1,987) |
|
| - | ||
| (12,891) | ||
| At 31 December 2019 (10,904) |
(1,987) | (12,891) |
| Net Book Value At 31 December 2019 66,934 At31 December 2018 - |
9,926 - |
|
| 76,860 | ||
| - |
17 Assets pledged as security
In accordance with the security arrangements of liabilities disclosed in Note 26, all assets of the Group have been pledged as security. The holder of the security does not have the right to sell or repledge the assets other than in the event of default under the principal finance agreement where the security is enforced.
18 Current liabilities – trade and other payables
| 18 Current liabilities – trade and other | payables | |
|---|---|---|
| Consolidated | ||
| 2019 | 2018 | |
| $’000 | $’000 | |
| Trade payables (i) | 56,246 | 69,493 |
| Goods and services tax payable | 1,478 | 1,051 |
| Other payables | 7,685 | 7,854 |
| 65,409 | 78,398 |
(i) The average credit period on purchases is 73 days from the end of the month (2018: 81 days). No interest is charged on the trade payables. The Group has financial risk management policies in place to ensure that all payables are paid within the credit timeframe.
19 Lease liabilities
| 19 Lease liabilities |
||
|---|---|---|
| Consolidated | ||
| 2019 | 2018 | |
| $’000 | $’000 | |
| Current | 13,877 | - |
| Non-current | 90,654 | - |
| 104,531 | - | |
| Maturity analysis | ||
| Within one year | 13,877 | - |
| Later than one year but not later than five years | 41,580 | - |
| Later than five years | 49,074 | - |
| 104,531 | - |
NOTES TO THE FINANCIAL STATEMENTS
49
20 Provisions
| 20 Provisions | ||
|---|---|---|
| Consolidated | ||
| 2019 | 2018 | |
| $’000 | $’000 | |
| Current | ||
| Employee benefits | 11,431 | 11,777 |
| Make good on leased assets1 | 445 | 819 |
| Restructuring3 | 1,126 | - |
| Other2 | 383 | 274 |
| 13,385 | 12,870 | |
| Non-current | ||
| Employee benefits | 1,483 | 1,591 |
| Make good on leased assets1 | 2,621 | 2,119 |
| Other | - | 961 |
| 4,104 | 4,671 |
1 Provision for make good on leased assets comprises obligations relating to site closure and other costs associated with operating lease rental properties.
2 Other current provisions include provisions for insurance claims and provisions for customer claims including metal returns net of scrap and pricing adjustments.
3The remaining restructuring provision of $1,126,000 comprises $282,000 of employee redundancy; $743,000 of assets dismantling and relocation; and $101,000 of site consolidation.
| Consolidated Make good on leased assets Movements in carrying amounts $’000 |
Restructuring Other $’000 $’000 |
Total $’000 |
|---|---|---|
| Carrying value at the beginning of the financial year 2,938 Provision utilised in the year (953) Additional amounts provided 1,081 Lease incentives provision reversed on adoption of AASB 16 (note1b) - |
- 1,235 (4,464) (274) 5,590 383 - (961) |
4,173 (5,691) 7,054 (961) |
| Carryingvalue at the end of thefinancialyear 3,066 |
1,126 383 |
4,575 |
| Consolidated 2019 $’000 2018 $’000 |
Consolidated 2019 $’000 2018 $’000 |
|---|---|
| 21 Deferred income - current Deferred income–other 103 147 |
|
| 103 147 |
|
| 2019 No. 000 2018 No. 000 |
2019 $’000 2018 $’000 425,744 425,744 |
| 22 Issued capital (a) Share capital |
|
| Ordinaryshares: fully paid 484,391 480,289 |
Fully paid ordinary shares carry one vote per share and carry the right to dividends.
NOTES TO THE FINANCIAL STATEMENTS
50
22 Issued capital (Cont’d)
(b) Movement in ordinary share capital
| Number of | Issue | |||
|---|---|---|---|---|
| Date | Details | shares | Price | $'000 |
| January 2018 | Balance at the beginning of the financial year | 477,107,457 | - | 425,744 |
| Shares issued against performance rights | 3,181,877 | - | - | |
| December 2018 | Balance at the end of the financialyear | 480,289,334 | - | 425,744 |
| January2019 | Balance at the beginningof the financialyear | 480,289,334 | - | 425,744 |
| Shares issued against performance rights | 4,101,561 | - | - | |
| December 2019 | Balance at the end of the financialyear | 484,390,895 | - | 425,744 |
23 Reserves and accumulated losses
| 23 Reserves and accumulated losses | ||
|---|---|---|
| Consolidated | ||
| 2019 | 2018 | |
| $’000 | $’000 | |
| Asset revaluation reserve | 1,014 | 1,014 |
| Equity-settled compensation reserve | 10,874 | 10,999 |
| Dividend reserve | 23,130 | 27,933 |
| 35,018 | 39,946 | |
| Accumulatedlosses | (367,736) | (334,162) |
| (332,718) | (294,216) | |
| 23 (a) Movements in reserves were: | ||
| Equity-settled compensation reserve | ||
| Balance at the beginning of the financial year | 10,999 | 10,413 |
| Expense recognised | 190 | 586 |
| Shares acquired on conversion of vested rights | (315) | - |
| Balance at the end of the financial year | 10,874 | 10,999 |
| Asset revaluation reserve | ||
| Balance at the beginning of the financial year | 1,014 | 1,014 |
| Revaluation increase | - | - |
| Balance at the end of thefinancialyear | 1,014 | 1,014 |
| Dividend reserve | ||
| Balance at the beginning of the financial year | 27,933 | 29,883 |
| Net profit attributable to members of Capral | - | 6,415 |
| Dividends paid | (4,803) | (8,365) |
| Balance at the end of thefinancialyear | 23,130 | 27,933 |
| 23 (b) Accumulated losses | ||
| Balance at the beginning of the financial year | (334,162) | (334,162) |
| Net loss for the year | (4,240) | - |
| Initialadoptionof AASB 16Leases | (29,334) | - |
| Balance at the end of thefinancialyear | (367,736) | (334,162) |
| 24 Dividends |
||
| Ordinary shares: | 4,803 | 8,365 |
| Franking credits | ||
| Franking credits available for subsequent financial | ||
| years based on a tax rate of 30% (2018:30%) | 18,990 | 21,048 |
NOTES TO THE FINANCIAL STATEMENTS
51
| Consolidated | |||
|---|---|---|---|
| 2019 | 2018 | ||
| Cents | Cents | ||
| 25 | Earnings per share | ||
| Basic earnings per share | (0.88) | 1.34 | |
| Diluted | earnings per share | (0.88) | 1.28 |
Loss used in the calculation of basic and diluted loss per share for 2019 was $4,240,000 (2018: Profit $6,415,000). The weighted average numbers of ordinary shares on issue used in the calculation of basic and diluted earnings per share were 483,503,160 (2018: 479,740,133 and 499,416,674 respectively).
There are potential ordinary shares of $18,615,098 that are anti-dilutive and are therefore excluded from the weighted average number of ordinary shares for the purpose of calculation of diluted earnings per share in 2019.
| Consolidated | ||
|---|---|---|
| 2019 | 2018 | |
| $’000 | $’000 | |
| 26 Stand by arrangement and |
||
| credit facilities | ||
| Secured facilities | 50,000 | 50,000 |
| Facilities used: | ||
| Trade loan | - | - |
| Cash loan | - | - |
| Bank guarantees | 3,888 | 3,897 |
| Trade finance – letters of credits | 23,881 | 22,622 |
| Asset finance – in the form of finance lease | 3,563 | - |
| Total facilities used | 31,332 | 26,519 |
| Totalavailablefacilities | 18,668 | 23,481 |
The ANZ facility is for a renewed term expiring on 31 January 2021 (originally 31 January 2020) and is fully secured against the Capral group, consisting of:
-
$45 million Multi-option Facility which includes a Loan Facility, Trade Instruments and Trade Finance;
-
$5 million Asset Finance Facility;
| $45 million Multi-option Facility which includes a Loan $5 million Asset Finance Facility; |
Facility, Trade Instruments and Trade Fina | nce; |
|---|---|---|
| Consolidated | ||
| 2019 | 2018 | |
| $’000 | $’000 | |
| 27 Commitments for expenditure - |
||
| capital | ||
| Commitments for the acquisition of plant and | ||
| equipment contracted for at the reporting date but not | ||
| recognised as liabilities payable: | ||
| Within one year | 620 | 1,521 |
NOTES TO THE FINANCIAL STATEMENTS
52
28 Commitments for expenditure - operating leases
For the current financial year, the Group has adopted AASB 16 which requires the recognition of a right-of-use asset and a lease liability at commencement for all leases, except for short-term leases and leases of low value assets. Refer to note 19 for maturity analysis of lease liabilities at 31 December 2019.
At 31 December 2019, the Group is committed to $117,398 (2018: $207,922) for low value leases and has no short term lease commitments.
term lease commitments. |
||
|---|---|---|
| Non-cancellable operating lease receivable | ||
| Within one year | 2,697 | 1,324 |
| Later than one year but not later than five years | 11,623 | - |
| Later than fiveyears | 15,428 | - |
| 29,748 | 1,324 |
Operating lease receivables relate to the sublease of office and plant premises with a lease term of 10 years, with an option to extend for a further term of 5 years.
29 Deed of Cross Guarantee
Pursuant to ASIC Class Order 98/1418, the wholly owned subsidiary, Aluminium Extrusion and Distribution Pty Limited ( AED ) is relieved from the Corporations Act 2001 requirement for the preparation, audit and lodgement of financial reports.
It is a condition of that class order that the Company and AED enter into a Deed of Cross Guarantee ( Deed ). Under the Deed the Company guarantees the payment of all debts of AED in full, in the event of a winding up. AED in turn has guaranteed the payment of the debts of the Company in full in the event that it is wound up.
AED has been deregistered on 24 July 2019. In connection with deregistration of AED, the Deed was revoked on 13 May 2019. There are no other subsidiaries subject to the deed of cross guarantee as at 31 December 2019.
30 Fair value measurement
Some of the Group’s assets and liabilities are measured at fair value at the end of each reporting period. The following table gives information about how the fair values of these assets and liabilities are determined (in particular, valuation technique(s) and input(s) used).
| Assets / liabilities |
Fair value as at | Fair value as at | Fair value hierarchy |
Valuation technique(s) and key input(s) |
Significant unobservable input(s) |
Relationship of unobservable input(s) |
|---|---|---|---|---|---|---|
| 31/12/19 | 31/12/18 | |||||
| Foreign currency forward contracts (see note 31(f)) |
Assets – nil Liabilities – $1,086,5841 |
Assets – $547,5181 Liabilities – nil |
Level 2 | Discounted cash flow. Future cash flows are estimated based on forward exchange rate (from observable forward exchange rates at the end of the reporting period) and contract forward rates, discounted at a rate that reflects the credit risks of various counterparties. |
n/a | n/a |
| Land and buildings |
Land – $1,200,000 Buildings – $2,948,000 |
Land – $1,200,000 Buildings – $3,013,000 |
Level 3 | Capitalisation and Direct Comparison approaches. |
Comparable market net rental and comparable market sales transactions. |
The higher/(lower) the comparable market net rental amount and the higher/(lower) the comparable market sales transactions, the higher the fair value. |
1 presented under Other Financial Liabilities (2018: presented under Other Financial Assets)
NOTES TO THE FINANCIAL STATEMENTS
53
31 Financial instruments
(a) Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return to stakeholders through the optimisation of the debt and equity balance.
The Group's overall strategy remains unchanged from 2018.
The capital structure of the Group consists of debt, as disclosed in Note 26, cash and cash equivalents, and equity holders of the parent, comprising issued capital, reserves and accumulated losses, as disclosed in Notes 7, 22 and 23 respectively. The Directors review the capital structure on a regular basis, and at least annually. As a part of this review the Directors consider the cost of capital and the risks associated with each class of capital. Based on the determinations of the Directors, the Group will balance its overall capital structure through the payment of dividends, new share issues and share buy-backs as well as the issue of new debt or the redemption of existing debt.
The Group prepares monthly management accounts, comprising Balance Sheet, Profit and Loss Statement and Cash Flow Statement updates for the current financial year and the current year forecast. The forecast is used to monitor the Group's capital structure and future capital requirements, taking into account future capital requirements and market conditions.
The Group complied with its borrowing financial covenants under its current facility detailed in Note 26 as at 31 December 2019 and 31 December 2018 as follows:
| Financial covenant description | Required Value | 2019 Actual Value |
2018 Actual Value |
|---|---|---|---|
| EBITDA Interest Cover Ratio | > 3.00:1 | 7.95:1 | 15.23:1 |
| Minimum Tangible Net Worth | AUD 50.0m | AUD 119.0m | AUD 129.5m |
| BorrowingBase Ratio | < 0.80:1 | 0.46:1 | 0.42:1 |
| Distributions | Variable* | AUD 4.8M | AUD 8.4M |
| SecurityCover Ratio | < 1.00:1 | 0.45:1 | 0.41:1 |
| InventoryCover Ratio | > 0.80:1 | 0.89:1 | 0.90:1 |
*lower than the lowest of profit or free cash flow of prior year
(b) Significant accounting policies
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 1(c).
(c) Categories of financial instruments
| (c) Categories of financial instruments | ||
|---|---|---|
| Consolidated | ||
| 2019 | 2018 | |
| $’000 | $’000 | |
| Financial Assets | ||
| Trade and other receivables | 62,564 | 65,403 |
| Cash and cash equivalents | 17,938 | 27,566 |
| Other financialassets1 | 10 | 561 |
| Financial Liabilities | ||
| Amortised cost | 65,409 | 78,398 |
| Lease liabilities | 104,531 | - |
| Other financial liabilities2 | 1,086 | 169 |
1 capitalised borrowing costs $10,000 (2018: capitalised borrowing costs $13,000 and foreign exchange contract mark-tomarket $548,000).
- 2 foreign exchange contract mark-to-market $1,086,000 (2018: finance lease liabilities $169,000).
NOTES TO THE FINANCIAL STATEMENTS
54
31 Financial instruments (cont'd)
(d) Financial risk management objectives
The Group’s treasury function monitors and manages the financial risks relating to the operations of the Group through internal risk reports. These risks include market risk (including currency risk, interest rate risk and equity price risk), credit risk and liquidity risk. These risks are analysed below.
(e) Market risk
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates (refer note 31(f)) and interest rates (refer note 31(g)). From time to time, the Group enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign currency risk, including foreign exchange forward contracts to hedge the exchange rate risk arising on the purchase of aluminium log and rolled product from overseas in US dollars.
At a Group and Company level, market risk exposures are measured using a sensitivity analysis. There has been no material change to the Group’s exposure to market risks or the manner in which it manages and measures the risk during the Financial Year.
(f) Foreign currency risk management
The Group undertakes certain transactions in foreign currencies, resulting in exposures to exchange rate fluctuations. Exchange rate exposures are managed within approved policy parameters utilising forward foreign exchange contracts. It is the policy of the Group to enter into forward foreign exchange contracts from time to time to manage any material risk associated with anticipated foreign currency sales and purchase transactions.
The carrying amount of the Group’s and Company’s foreign currency denominated monetary assets and monetary liabilities at the reporting date is as follows:
liabilities at the reporting date is as follows: |
||
|---|---|---|
| Consolidated | ||
| 2019 | 2018 | |
| $’000 | $’000 | |
| USD (cash) | 671 | 6,928 |
| EURO (cash) | 86 | 1,295 |
| USD (trade payables) | (13,086) | (17,760) |
| EURO (trade payables) | (242) | (320) |
| JPY (trade payables) | (26) | (56) |
| NZD (trade payables) | - | (1) |
| USD (trade receivables) | 1,799 | 1,776 |
Foreign currency sensitivity
The Group is exposed to EUR, JPY and USD (2018: EUR, JPY, NZD and USD).
In order to mitigate foreign currency risk at reporting date, the Group entered into foreign exchange forward contracts. The Group's exposure to foreign exchange rate fluctuations was primarily limited to trade payables and trade receivables outstanding at reporting date denominated in currencies other than Australian dollar ( AUD ). The total value of trade payables denominated in currencies other than the AUD at reporting date was $13,354,000 (2018: $18,137,000). The total value of trade receivables denominated in currencies other than the AUD at reporting date was $1,799,000 (2018: $1,776,000).
The following table details the Group’s sensitivity to a 10% increase and decrease in the AUD against the relevant unhedged foreign currency. 10% represents management’s assessment of the possible change in foreign exchange rates. The sensitivity analysis includes only foreign currency denominated monetary items outstanding at 31 December 2019 and 31 December 2018 and adjusts their translation at the period end for a 10% change in foreign currency rates. A positive number indicates an increase in profit.
| Consolidated | ||
|---|---|---|
| 2019 | 2018 | |
| $’000 | $’000 | |
| Profit or loss (after tax) | ||
| - AUD strengthens by 10% against USD | 1,026 | 1,598 |
| - AUD weakens by 10% against USD | (1,254) | (1,598) |
| - AUD strengthens by 10% against EUR | 22 | 32 |
| - AUD weakens by 10% against EUR | (27) | (32) |
| - AUD strengthens by 10% against JPY | 2 | 6 |
| - AUD weakens by 10% against JPY | (3) | (6) |
NOTES TO THE FINANCIAL STATEMENTS
55
31 Financial instruments (cont'd)
Forward foreign exchange contracts
It is the policy of the Group to enter into forward foreign exchange contracts to cover specific material foreign currency payments and receipts.
The following table details the forward foreign currency (FC) contracts outstanding at the end of the reporting period:
period: |
||||
|---|---|---|---|---|
| Outstanding contracts | Foreign currency | Fair value | ||
| 31/12/19 | 31/12/18 | 31/12/19 | 31/12/18 | |
| FC$’000 | FC$’000 | $’000 | $’000 | |
| Gain/(Loss) | Gain/(Loss) | |||
| BuyEUR | 1,540 | 724 | (90) | (19) |
| Buy JPY | 1,950 | 4,550 | (1) | 1 |
| BuyGBP | 33 | - | 1 | - |
| Buy CNH | 240 | - | (1) | - |
| BuyUSD | 23,172 | 20,820 | (996) | 566 |
(g) Interest rate risk management
The Group interest rate risk arises from borrowings, cash and derivatives.
The Group is exposed to interest rate risk as the Group borrows funds at floating interest rates. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, ensuring optimal hedging strategies are applied, by either positioning the balance sheet or protecting interest expense through different interest rate cycles. The Group’s exposure to interest rate risk at the reporting date was considered insignificant and as a result the Group did not enter into interest rate options.
The Group’s exposures to interest rates on financial assets and financial liabilities are detailed below.
Interest rate sensitivity
The sensitivity analysis below shows the effect on profit or loss after tax for the Financial Year if there is a change in interest rates with all other variables held constant. This is determined by applying the change in interest rates to both derivative and non-derivative instruments at the reporting date that have an exposure to interest rate changes. A 5 basis point (0.05%) increase and a 5 basis point (0.05%) decrease represents Management’s assessment of the possible change in interest rates (2018: 5bp or 0.05% increase and 5bp or 0.05% decrease). A positive number indicates an increase in profit.
| Consolidated | ||
|---|---|---|
| 2019 | 2018 | |
| $’000 | $’000 | |
| Profit or loss (after tax) | ||
| Impact of a 5bp (2018: 5bp) increase in AUD interest | ||
| rates | ||
| -Cashand cashequivalents | 6 | 10 |
| Impact of a 5bp (2018: 5bp) decrease in AUD interest | ||
| rates | ||
| - Cash and cash equivalents | (6) | (10) |
NOTES TO THE FINANCIAL STATEMENTS
56
31 Financial instruments (cont'd)
(h) Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has exposures to credit risk on cash and cash equivalents, receivables and derivative financial assets. The credit risk on financial assets of the Group which have been recognised on the statement of financial position, other than investments in shares, is generally the carrying amount, net of any allowances for doubtful debts.
The Group does not have any significant exposure to any individual customer or counterparty. Major concentrations of credit risk are in the construction, transport, consumer durable and electrical industries in Australia. The Company has credit insurance cover which requires ongoing management of credit accounts with monthly reports provided to the Insurer. Experienced credit management and associated internal policies ensure constant monitoring of the credit risk for the Company.
There is no concentration of credit risk with respect to receivables as the Group has a large number of customers.
The ageing of trade receivables is detailed below:
| Consolidated | ||
|---|---|---|
| 2019 | 2018 | |
| $’000 | $’000 | |
| Current | 45,353 | 48,808 |
| 1-30 days | 14,849 | 13,867 |
| 31-60 days | 1,726 | 1,641 |
| 60+days | 580 | 1,145 |
| 62,508 | 65,461 |
(i) Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board of Directors, who ensure there is an appropriate liquidity risk management framework for the management of the Group’s short, medium and long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate banking facilities and reserve borrowing facilities, complying with covenants, monitoring forecast and actual cash flows, and matching the maturity profiles of financial assets and liabilities. Included in Note 26 is a list of additional undrawn facilities that the Group has at its disposal to further reduce liquidity risk.
Liquidity and interest risk tables
Financial assets are made up of cash of $17,938,000 (2018: $27,566,000) and trade and other receivables of $62,564,000 (2018: $65,403,000). Cash is liquid and trade and other receivables are expected to be realised on average within 49 days (2018: 48 days). Cash balances earn 0.03% interest per annum (2018: 0.03%). Trade and other receivables are interest-free.
The following table details the Group’s remaining contractual maturity for its non-derivative financial liabilities. The table has been prepared based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows. The contractual maturity is a fair representation of management's expectations of actual repayments.
| Weighted average effective interest rate % |
Less than 1 year $'000 1-3 years $'000 |
3 - 5 years $'000 Greater than 5 years $'000 |
|---|---|---|
| Consolidated 2019 Trade and other payables - Floatingrate debt 2.83% |
65,409 - - - |
- - - - |
| 65,409 - |
- - |
|
| 2018 Trade and other payables - Floatingrate debt 3.13% |
78,398 - - - |
- - - - |
| 78,398 - |
- - |
NOTES TO THE FINANCIAL STATEMENTS
57
31 Financial instruments (cont'd)
(j) Fair value of financial instruments
The fair values of financial assets, financial liabilities and derivative instruments are determined as follows:
-
(i) the fair value of financial assets and financial liabilities (excluding derivative instruments) are determined in accordance with generally accepted pricing models based on the discounted cash flow analysis using prices from observable market data; and
-
(ii) the fair value of derivative instruments are calculated using quoted prices. Where such prices are not available, the discounted cash flow analysis is employed using observable market data for non-option derivatives. For option derivatives, option pricing models are used with key inputs sourced from observable market data.
The Directors consider that the carrying amounts of financial assets and financial liabilities recorded at amortised cost in the financial statements approximate their fair values.
32 Contingent liabilities
Claims and possible claims, indeterminable in amount, have arisen in the ordinary course of business against entities in the consolidated entity. The Company has fully provided for all known and determinable claims. Based on legal advice obtained, the Directors believe that any resulting liability will not materially affect the financial position of the consolidated entity.
The Company's bankers have granted guarantees in respect of rental obligations on lease commitments, use of utilities infrastructure and international trade facilities. At 31 December 2019 these guarantees totalled $3,888,087 (2018: $3,897,087).
33 Remuneration of auditors
| 33 Remuneration of auditors |
||||
|---|---|---|---|---|
| Consolidated | ||||
| 2019 | 2018 | |||
| $ | $ | |||
| During the year the auditor of the parent entity and its | ||||
| related practices earned the following remuneration: | ||||
| Auditor of the parent entity | ||||
| Audit or review of financial reports of the entity or any | ||||
| entity in the consolidated entity | 287,700 | 285,200 | ||
| Other services: | ||||
| - government grant audit | 5,000 | - | ||
| - tax compliance | 47,250 | 104,398 | ||
| Total remuneration | 339,950 | 389,598 |
It is the Group's policy to employ the Company's auditors, Deloitte Touche Tohmatsu, on assignments additional to their statutory duties where their expertise and experience is considered invaluable to the assignment.
34 Events after reporting date
No matter or circumstance has arisen since the end of the Financial Year that has significantly affected, or may significantly affect the Group's operations, the results of those operations or the Group’s state of affairs in future financial years.
The Capral Dividend Reinvestment Plan was in operation since 1 February 2020 and is available to all eligible shareholders. Last date for the receipt of an election notice for participation in the dividend reinvestment plan is 13 March 2020.
NOTES TO THE FINANCIAL STATEMENTS
58
35 Notes to the cash flow statement
(i) Reconciliation of cash and cash equivalents
| (i) Reconciliation of cash and cash equivalents |
|||
|---|---|---|---|
| Consolidated | |||
| 2019 | 2018 | ||
| $’000 | $’000 | ||
| Reconciliation of cash and cash equivalents | |||
| For the purposes of the Statement of Cash Flows, cash | |||
| and cash equivalents includes cash on hand and at bank | |||
| and short term deposits at call net of bank overdrafts. | |||
| Cash as at the end of the financial year as shown in the | |||
| Statement of Cash Flows is reconciled to the related | |||
| items in the Statement of Financial Position as follows: | |||
| Cash at bank and on hand | 17,938 | 27,566 | |
| 17,938 | 27,566 | ||
| (ii) Reconciliation of (loss)/profit for the year to net cash flows from operating activities |
|||
| (Loss)/profit for the year | (4,240) | 6,415 | |
| Non-cash items: | |||
| Depreciation and amortisation - owned assets | 5,548 | 5,620 | |
| Depreciation and amortisation – right of use assets | 12,891 | - | |
| (Gain)/loss on sale of property, plant and equipment | (12) | 3 | |
| Share-based payments expense | 190 | 586 | |
| Interest income reclassified to investing activities | (8) | (18) | |
| Change in assets and liabilities: | |||
| Decrease in current receivables | 2,839 | 2,556 | |
| Decrease/(increase) in financial assets | 551 | (529) | |
| Decrease/(increase) in inventories | 6,080 | (6,032) | |
| Increase in prepayments | (428) | (468) | |
| (Decrease)/increase in trade and other payables | (13,570) | 4,351 | |
| (Decrease)/increase in employee benefit provisions | (3,388) | 2,802 | |
| Increase/(decrease) in other provisions | 3,538 | (2,850) | |
| (Decrease)/increase in deferred income | (44) | 47 | |
| Increase/(decrease)inother financial liabilities | 917 | (475) | |
| Net cashprovided by operating activities | 10,864 | 12,008 |
(iii) Details of finance facilities are included in note 26 to the financial statements.
(iv) Non-cash financing activities
There were no non-cash financing activities during the Financial Year or the 2018 year.
NOTES TO THE FINANCIAL STATEMENTS
59
36 Parent entity disclosures
| 36 Parent entity disclosures |
||
|---|---|---|
| Company | ||
| 2019 | 2018 | |
| $’000 | $’000 | |
| Financial Position | ||
| Assets | ||
| Current assets - third parties | 161,815 | 180,377 |
| Total assets | 281,528 | 227,518 |
| Liabilities | ||
| Current liabilities - third parties | 94,281 | 94,696 |
| Total liabilities | 193,670 | 103,415 |
| Equity | ||
| Issued capital | 425,744 | 425,744 |
| Accumulated losses | (371,890) | (340,573) |
| Equity-settled compensation reserve | 10,874 | 10,999 |
| Dividendreserve | 23,130 | 27,933 |
| Total Equity | 87,858 | 124,103 |
| Financial Performance | ||
| (Loss)/profit for the year | (4,813) | 5,894 |
| Other comprehensive income | - | - |
| Total comprehensive (loss)/profit | (4,813) | 5,894 |
| Guarantees entered into by the parent entity in | ||
| relation to the debts of its subsidiaries | ||
| Deed ofcross guarantee- refer Note29 | - | - |
| Contingent liabilities of theparent entity | ||
| Refer note 32 | ||
| Commitments for the acquisition of property, plant | ||
| and equipment by theparent entity | ||
| Commitments for the acquisition of property, plant and | ||
| equipment by the parent entity | ||
| Withinone year | 620 | 1,521 |
NOTES TO THE FINANCIAL STATEMENTS
60
37 Share-based payments
Performance Share Rights
Executive and Senior Management
Refer to section 2 of the Remuneration Report for details of rights issued under the Long Term Incentive Plan.
The following share-based payment arrangements were in existence during the current reporting period:
| Performance right series (LTIP) Number as at 31 Dec 19 |
Grant date Last Testing Date |
Exercise price $ Fair value at grant date $ |
|---|---|---|
| Issued 10 March 20171 1,825,000 Issued 10 March 20171 1,825,000 Issued 6 March 20182 2,025,000 Issued 6 March 20182 2,025,000 Issued 22 March 20193 2,125,000 Issued 22 March 20193 2,125,000 |
10/03/2017 31/12/2019 10/03/2017 31/12/2019 6/03/2018 31/12/2020 6/03/2018 31/12/2020 22/03/2019 31/12/2021 22/03/2019 31/12/2021 |
- 0.13 - 0.15 - 0.12 - 0.13 - 0.075 - 0.105 |
1 In accordance with the terms of the LTIP arrangement, performance rights issued during the financial year ended 31 December 2017 have an average vesting date of 1 March 2020.
2 In accordance with the terms of the LTIP arrangement, performance rights issued during the financial year ended 31 December 2 018 have an average vesting date of 1 March 2021.
3 In accordance with the terms of the LTIP arrangement, performance rights issued during the financial year ended 31 December 2019 have an average vesting date of 1 March 2022.
The following share-based payment arrangements were in existence during the comparative reporting period:
| Number as at 31 Dec 18 |
Grant date Last Testing Date |
Exercise price $ Fair value at grant date $ |
|---|---|---|
| Issued 7 March 20161 2,125,000 Issued 7 March 20161 2,125,000 Issued 10 March 20172 2,250,000 Issued 10 March 20172 2,250,000 Issued 6 March 20183 2,450,000 Issued 6 March 20183 2,450,000 |
07/03/2016 31/12/2018 07/03/2016 31/12/2018 10/03/2017 31/12/2019 10/03/2017 31/12/2019 6/03/2018 31/12/2020 6/03/2018 31/12/2020 |
- 0.08 - 0.10 - 0.13 - 0.15 - 0.12 - 0.13 |
1 In accordance with the terms of the LTIP arrangement, performance rights issued during the financial year ended 31 December 2 016 have an average vesting date of 1 March 2019.
2 In accordance with the terms of the LTIP arrangement, performance rights issued during the financial year ended 31 December 2017 have an average vesting date of 1 March 2020.
3 In accordance with the terms of the LTIP arrangement, performance rights issued during the financial year ended 31 December 2 018 have an average vesting date of 1 March 2021.
NOTES TO THE FINANCIAL STATEMENTS
61
37 Share-based payments (cont'd)
| 37 Share-based payments (cont'd) |
37 Share-based payments (cont'd) |
|---|---|
| Performance Rights (LTIP) Inputs into the model 22 March 2019 06 March 2018 10 March 2017 07 March 2016 |
|
| Grant date 22/03/2019 6/03/2018 Dividend yield 7.7% 6.3% Risk free yield 1.4% 2.15% Expected volatility 45% 55% Last testing date 31/12/2021 31/12/2020 Exercise price n.a n.a Share price at grant date $0.13 $0.16 Performance right life 3 years 3 years |
10/03/2017 7/03/2016 5.7% 0% 2.14% 1.90% 60% 55% 31/12/2019 31/12/2018 n.a n.a $0.18 $0.10 3 years 3 years |
Managing Director
During the Financial Year, 2,350,000 rights were issued to Mr A. Dragicevich.
During the comparative financial year, 2,200,000 rights were issued to Mr A. Dragicevich.
The following rights were in existence during the current reporting period, subject to the achievement of performance conditions and have been independently valued as follows:
| Share rights Number as at 31 Dec 19 |
Grant date Last Testing Date |
Exercise price $ Fair value at grant date $ |
|---|---|---|
| Issued 11 May 20171 1,000,000 Issued 11 May 20171 1,000,000 Issued 19 April 20182 1,100,000 Issued 19 April 20182 1,100,000 Issued 16 April 20193 1,175,000 Issued 16 April 20193 1,175,000 |
11/05/2017 31/12/2019 11/05/2017 31/12/2019 19/04/2018 31/12/2020 19/04/2018 31/12/2020 16/04/2019 31/12/2021 16/04/2019 31/12/2021 |
- $0.07 - $0.11 - $0.10 - $0.12 - $0.07 - $0.10 |
1 In accordance with the terms of the LTIP arrangement, performance rights issued during the Financial Year ended 31 December 2017 have an average vesting date of 1 March 2020.
2 In accordance with the terms of the LTIP arrangement, performance rights issued during the Financial Year ended 31 December 2018 have an average vesting date of 1 March 2021.
3 In accordance with the terms of the LTIP arrangement, performance rights issued during the Financial Year ended 31 December 2019 have an average vesting date of 1 March 2022.
The following rights were in existence during the comparative reporting period, subject to the achievement of performance conditions and have been independently valued as follows:
| Share rights Number as at 31 Dec 18 |
Grant date Last Testing Date |
Exercise price $ Fair value at grant date $ |
|---|---|---|
| Issued 14 April 20161 1,250,000 Issued 14 April 20161 1,250,000 Issued 11 May 20172 1,000,000 Issued 11 May 20172 1,000,000 Issued 19 April 20183 1,100,000 Issued 19 April 20183 1,100,000 |
14/04/2016 31/12/2018 14/04/2016 31/12/2018 11/05/2017 31/12/2019 11/05/2017 31/12/2019 19/04/2018 31/12/2020 19/04/2018 31/12/2020 |
- $0.08 - $0.11 - $0.07 - $0.11 - $0.10 - $0.12 |
1 In accordance with the terms of the LTIP arrangement, performance rights issued during the Financial Year ended 31 December 2016 have an average vesting date of 1 March 2019.
2 In accordance with the terms of the LTIP arrangement, performance rights issued during the Financial Year ended 31 December 2017 have an average vesting date of 1 March 2020.
3 In accordance with the terms of the LTIP arrangement, performance rights issued during the Financial Year ended 31 December 2018 have an average vesting date of 1 March 2021.
NOTES TO THE FINANCIAL STATEMENTS
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37 Share-based payments (cont'd)
| 37 Share-based payments (cont'd) |
|
|---|---|
| Inputs into the model 16 April 2019 |
19 April 2018 11 May 2017 14 April 2016 |
| Grant date 16/4/2019 Dividend yield 8.0% Risk free yield 1.5% Expected volatility 45% Last testing date 31/12/2021 Share price at grant date $0.125 Performance right life 3 years |
19/4/2018 11/5/2017 14/4/2016 6.7% 7.4% 0% 2.25% 1.83% 1.90% 55% 60% 55% 31/12/2020 31/12/2019 31/12/2018 $0.150 $0.140 $0.110 3 years 3 years 3 years |
The following table reconciles the outstanding securities granted to the Managing Director and senior management at the beginning and end of the Financial Year:
| Performance rights | 2019 2018 |
|---|---|
| Number of share performance rights: Balance at the beginning of the financial year Granted during the financial year Forfeited during the financial year Vested during the financial year Lapsed during the financial year Balance at the end of the financial year |
20,350,000 18,458,123 7,000,000 7,100,000 (2,100,000) - (6,620,202) (3,181,877) (129,798) (2,026,246) |
| 18,500,000 20,350,000 |
The performance rights outstanding at the end of the Financial Year were 18,500,000 (2018: 20,350,000), with a weighted average remaining contractual life of 1.0 year.
38 Key management personnel compensation
The aggregate compensation made to directors and other members of key management personnel of the Company and the Group is set out below:
and the Group is set out below: |
||
|---|---|---|
| Consolidated/Company | ||
| 2019 | 2017 | |
| $ | $ | |
| Short-term benefits | 1,484,464 | 1,968,068 |
| Post-employment benefits | 86,049 | 130,157 |
| Other long-term benefits | - | - |
| Termination benefits | 42,210 | - |
| Share-basedpayments | 89,050 | 282,393 |
| 1,701,773 | 2,380,618 |
NOTES TO THE FINANCIAL STATEMENTS
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DIRECTORS' DECLARATION
The directors declare that:
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(a) in the directors' opinion, there are reasonable grounds to believe that Capral will be able to pay its debts as and when they become due and payable;
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(b) in the directors' opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position and performance of Capral and the consolidated entity;
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(c) in the directors’ opinion, the financial statements and notes thereto are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board; and
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(d) the directors have been given declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of the directors made pursuant to section 295(5) of the Corporations Act 2001.
On behalf of the directors
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R.L. Wood-Ward Chairman
A. Dragicevich Managing Director
Sydney 26 February 2020
DIRECTORS’ DECLARATION
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Deloitte Touche Tohmatsu ABN: 74 490 121 060
Eclipse Tower Level 19 60 Station Street Parramatta NSW 2150 PO Box 38 Parramatta NSW 2124 Australia
Tel: +61 (0) 2 9840 7000 Fax: +61 (0) 2 9840 7001 www.deloitte.com.au
Independent Auditor’s Report to the Members of Capral Limited
Report on the Audit of the Financial Report
We have audited the financial report of Capral Limited (the “Company”) and its subsidiaries (the “Group”) which comprises the consolidated statement of financial position as at 31 December 2019, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001 , including:
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(i) giving a true and fair view of the Group’s financial position as at 31 December 2019 and of its financial performance for the year then ended; and
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(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 .
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report for the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte Network.
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Key Audit Matter
How the scope of our audit responded to the Key Audit Matter
| Key Audit Matter | How the scope of our audit responded to the Key Audit Matter |
How the scope of our audit responded to the Key Audit Matter |
|---|---|---|
| Carrying value of property, plant and equipment As disclosed in Note 14, the Group has property, plant and equipment held at a written down value of $40,431,000 as at 31 December 2019, net of impairment losses of $34,069,000 recognised up to and including FY2013 Note 1c(j) outlines the determination of the carrying value of the property, plant and equipment, which requires significant judgement by management in assessing for any indicators of impairment and preparing a value-in-use discounted cash flow model, in particular with reference to: ▪ estimating future growth rates, ▪ discount rates, and ▪ the expected cash flows and capital expenditure. Management has assessed the recoverable amount of property plant and equipment by initially assessing for any indicators of impairment. A potential indicator of impairment was identified. Accordingly, management prepared a value-in-use discounted cash flow model (“impairment model”) to assess whether the carrying value of property, plant and equipment exceeded their recoverable value. |
Our procedures included but were not limited to: ▪ Assessing the process undertaken and conclusions reached by management in respect of indicators of impairment ▪ Recalculating the mathematical accuracy and integrity of the impairment model ▪ Engaging our valuation specialists to assist with evaluating the appropriateness of the discount rate used ▪ Reviewing the FY20 budget, the basis on which it has been prepared, and assessing the historical accuracy of forecasting by management ▪ Critically assessing other key assumptions in the impairment model including: odiscount rate; oforecasted cash flows and capital expenditure; oCost savings projected due to the restructuring at the Bremer Park site during the year; ogrowth rates, in particular with reference to historic growth rates and forecast macro-economic conditions impacting demand in the industry; and oterminal growth rate. ▪ Performing a sensitivity analysis on the key assumptions and inputs in the impairment model, to consider the extent of change in those assumptions that either individually or collectively would result in impairment or reversal of impairment. ▪ Considering the headroom in the impairment model and whether it is indicative of a need to reverse previously recorded impairment charges. We also assessed the appropriateness of the disclosures in Notes 1c(j) and 14 to the financial statements. |
Other Information
The directors are responsible for the other information. The other information comprises the Chairman’s Report, Managing Director’s Operations and Financial Review, Sustainability Report and Directors’ Report, which we obtained prior to the date of this auditor’s report, and also includes the following information which will be included in the Group’s annual report (but does not include the financial report and our auditor’s report thereon): Members Details and Corporate Directory, which is expected to be made available to us after that date.
Our opinion on the financial report does not cover the other information and we do not and will not express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit, or otherwise appears to be materially
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misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
When we read the Members Details and Corporate Directory, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the directors and use our professional judgement to determine the appropriate action.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
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Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report.
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We are responsible for the direction, supervision and performance of the Group’s audit. We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 10 to 21 of the Directors’ Report for the year ended 31 December 2019.
In our opinion, the Remuneration Report of Capral Limited, for the year ended 31 December 2019, complies with section 300A of the Corporations Act 2001 .
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
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DELOITTE TOUCHE TOHMATSU
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David White Partner Chartered Accountants Parramatta, 26 February 2020