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FINBAR GROUP LIMITED — Annual Report 2021
Aug 24, 2021
64943_rns_2021-08-24_ce5d82a6-01aa-4275-a57f-a3c6d8ec734b.pdf
Annual Report
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Appendix 4E Preliminary final report Period ending on or after 30 June 2021
Rule 4.3A
Appendix 4E
Preliminary final report Period ending on or after 30 June 2021 For FINBAR GROUP LIMITED (ACN 009 113 473)
Results for Announcement to the Market
Introduced 01/01/03 Origin: Appendix 4B Amended 17/12/10, 01/01/12
The following information must be given to ASX under listing rule 4.3A.
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Details of the reporting period and the previous corresponding period. Refer to 30[th] June 2021 Financial Report attached
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Key information in relation to the following. This information must be identified as “Results for announcement to the market”.
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2.1 The amount and percentage change up or down from the previous corresponding period of revenue from ordinary activities.
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Revenue $101,965,000 (2020: $154,307,000)
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Percentage change -33.92% (2020: -0.25%)
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2.2 The amount and percentage change up or down from the previous corresponding period of profit (loss) from ordinary activities after tax attributable to members. Comprehensive Profit* $8,863,000 (2020: $7,068,000)
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Percentage change 25.40% (2020: -37.85%)
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*Profit for year less revaluation of property, plant and equipment recognised through reserves .
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2.3 The amount and percentage change up or down from the previous corresponding period of net profit (loss) for the period attributable to members.
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Comprehensive Profit* $8,863,000 (2020: $7,068,000)
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Percentage change 25.40% (2020: -37.85%)
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*Profit for year less revaluation of property, plant and equipment recognised through reserves .
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2.4 The amount per security and franked amount per security of final and interim dividends or a statement that it is not proposed to pay dividends.
- Final Dividend 2020 Paid during period: $0.01 (21 September 2020) (2019: $0.03) Interim Dividend 2021 Paid during period: $0.02 (19 March 2021) (2020: $0.02) Final Dividend 2021 Proposed $0.02
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2.5 The record date for determining entitlements to the dividends (if any). 10 August 2021
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2.6 A brief explanation of any of the figures in 2.1 to 2.4 necessary to enable the figures to be understood.
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Refer to attached information release
Note: The information required by item 2 must be placed at the beginning of the report. The other information may be presented in whatever way is most convenient, eg combined with the body of the report, combined with notes to the accounts, or set out separately.
- See chapter 19 for defined terms.
01/01/2012
Appendix 4E Page 1
Appendix 4E Preliminary final report
3.
A statement of comprehensive income together with notes to the statement, prepared in compliance with AASB 101 Presentation of Financial Statements or the equivalent foreign accounting standard.
Refer to 30[th] June 2021 Financial Report attached
Note: statement of comprehensive income may be referred to as profit and loss statement in certain jurisdictions.
4.
A statement of financial position together with notes to the statement. The statement of financial position may be condensed but must report as line items each significant class of asset, liability, and equity element with appropriate sub-totals. Refer to 30[th] June 2021 Financial Report attached
Note: statement of financial position may be referred to as balance sheet in certain jurisdictions.
5.
A statement of cash flows together with notes to the statement. The statement of cash flows may be condensed but must report as line items each significant form of cash flow and comply with the disclosure requirements of AASB 107 Statement of Cash Flows, or for foreign entities, the equivalent foreign accounting standard.
Refer to 30[th] June 2021 Financial Report attached
6.
A statement of retained earnings, or a statement of changes in equity, showing movements. Refer to 30[th] June 2021 Financial Report attached
7.
Details of individual and total dividends or distributions and dividend or distribution payments. The details must include the date on which each dividend or distribution is payable and (if known) the amount per security of foreign sourced dividend or distribution. Final Dividend 2020 paid 21 September 2020: $2,721,000
Interim Dividend 2021 paid 19 March 2021: $5,442,000 Final Dividend 2021 Declared to be paid 10 September 2021: $5,442,000
8.
Details of any dividend or distribution reinvestment plans in operation and the last date for the receipt of an election notice for participation in any dividend or distribution reinvestment plan.
The company has a dividend reinvestment plan under which holders of ordinary shares may elect to have all or part of their dividend entitlements satisfied by the issue of new ordinary shares rather than being paid in cash. The DRP will not be active for the Final Dividend 2021.
9.
Net tangible assets per security with the comparative figure for the previous corresponding period.
$242,641,000/272,123,142 (issued capital) = $0.89 per share (2020: $0.89)
- Details of entities over which control has been gained or lost during the period, including the following.
Refer to 30[th] June 2021 Financial Report attached
- 10.1 Name of the entity.
Refer to 30[th] June 2021 Financial Report attached
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10.2 The date of the gain or loss of control. Refer to 30[th] June 2021 Financial Report attached
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See chapter 19 for defined terms. Appendix 4E Page 2
01/01/2012
Appendix 4E Preliminary final report Period ending on or after 30 June 2021
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10.3 Where material to an understanding of the report – the contribution of such entities to the reporting entity’s profit from ordinary activities during the period and the profit or loss of such entities during the whole of the previous corresponding period. Refer to 30[th] June 2021 Financial Report attached
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Details of associates and joint venture entities including the following.
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11.1 Name of the associate or joint venture entity. Refer to 30[th] June 2021 Financial Report attached
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11.2 Details of the reporting entity’s percentage holding in each of these entities. Refer to 30[th] June 2021 Financial Report attached
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11.3 Where material to an understanding of the report - aggregate share of profits (losses) of these entities, details of contributions to net profit for each of these entities, and with comparative figures for each of these disclosures for the previous corresponding period.
Refer to 30[th] June 2021 Financial Report attached
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Any other significant information needed by an investor to make an informed assessment of the entity’s financial performance and financial position. Refer to 30[th] June 2021 Financial Report attached
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For foreign entities, which set of accounting standards is used in compiling the report (e.g. International Financial Reporting Standards).
Not applicable
- A commentary on the results for the period. The commentary must be sufficient for the user to be able to compare the information presented with equivalent information for previous periods. The commentary must include any significant information needed by an investor to make an informed assessment of the entity’s activities and results, which would include but not be limited to discussion of the following.
Refer to attached information release
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14.1 The earnings per security and the nature of any dilution aspects. Refer to 30[th] June 2021 Financial Report attached
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14.2 Returns to shareholders including distributions and buy backs. Refer to 30[th] June 2021 Financial Report attached
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14.3 Significant features of operating performance. Refer to 30[th] June 2021 Financial Report attached
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14.4 The results of segments that are significant to an understanding of the business as a whole.
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Refer to 30th June 2021 Financial Report attached
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14.5 A discussion of trends in performance.
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Refer to attached information release
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See chapter 19 for defined terms.
01/01/2012
Appendix 4E Page 3
Appendix 4E Preliminary final report
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14.6 Any other factors which have affected the results in the period or which are likely to affect results in the future, including those where the effect could not be quantified. Refer to attached information release
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A statement as to whether the report is based on[+] accounts which have been audited or subject to review, are in the process of being audited or reviewed, or have not yet been audited or reviewed.
Based on accounts that have been audited
Note: If the[+] accounts have been audited or subject to review, the audit report or review should be provided with the report.
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If the[+] accounts have not yet been audited and are likely to contain an independent audit report that is subject to a modified opinion, emphasis of matter or other matter paragraph, a description of the modified opinion, emphasis of matter or other matter paragraph. Not applicable
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If the[+] accounts have been audited and contain an independent audit report that is subject to a modified opinion, emphasis of matter or other matter paragraph, a description of the modified opinion, emphasis of matter or other matter paragraph.
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Not applicable
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See chapter 19 for defined terms.
Appendix 4E Page 4
01/01/2012
Financial Report
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|CONTENTS|PAGE|
|Directors’ Report|2|
|(including Corporate Governance Statement)|
|Consolidated Statement of Profit or Loss and|19|
|Other Comprehensive Income|
|Consolidated Statement of Changes in Equity|20|
|Consolidated Statement of Financial Position|21|
|Consolidated Statement of Cash Flows|22|
|Notes to the Consolidated Financial Statements|23|
|Directors’ Declaration|59|
|Independent Auditor’s Report|60|
|Lead Auditor’s Independence Declaration|65|
|ASX Additional Information|66|
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1
2021 Finbar Group Annual Report
DIRECTORS’ REPORT
For the Year Ended 30 June 2021
The Directors present their report together with the consolidated financial report of the Group, comprising Finbar Group Limited (‘the Company’), its subsidiaries and the Group’s interest in equity accounted investees for the financial year ended 30 June 2021 and the independent auditor’s report thereon.
| CONTENTS OF DIRECTORS’ REPORT | CONTENTS OF DIRECTORS’ REPORT | PAGE |
|---|---|---|
| 1 | Directors | 3 |
| 2 | Company Secretary | 4 |
| 3 | Directors’ Meetings | 4 |
| 4 | Corporate Governance Statement | 4 |
| 4.1 Board of Directors | 5 | |
| 4.2 Remuneration Committee | 5 | |
| 4.3 Remuneration Report - Audited | 5 | |
| 4.3.1 Principles of Remuneration - Audited |
5 | |
| 4.3.2 Directors’ and Executive Offcers’ Remuneration - Audited |
7 | |
| 4.3.3 Analysis of Bonuses included in Remuneration Report - Audited |
9 | |
| 4.3.4 Directors’ and Executives Interests |
9 | |
| 4.3.5 Equity Instruments - Audited |
10 | |
| 4.4 Audit Committee | 10 | |
| 4.5 Risk Management | 10 | |
| 4.6 Ethical Standards | 11 | |
| 4.7 Communication with Shareholders | 12 | |
| 4.8 Diversity | 12 | |
| 5 | Principal Activities | 12 |
| 6 | Operating and Financial Review | 13 |
| 7 | Dividends | 16 |
| 8 | Events Subsequent to Reporting Date | 16 |
| 9 | Likely Developments | 16 |
| 10 | Directors’ Interests | 17 |
| 11 | Indemnifcation and Insurance of Offcers and Auditors | 17 |
| 12 | Non-audit Services | 18 |
| 13 | Lead Auditor’s Independence Declaration | 18 |
2
2021 Finbar Group Annual Report
DIRECTORS’ REPORT
For the Year Ended 30 June 2021
1. Directors
The Directors of the Company at any time during or since the end of the financial year are:
Executive Director and Chairman
John CHAN - BSc, MBA, MAICD
Director since 27 April 1995 Chairman since 15 July 2010
John Chan is Executive Director and Chairman of Finbar, and a Director of its Subsidiaries and equity accounted investees.
John was appointed director in 1995 and was instrumental in re-listing Finbar on the ASX as a property development company. Prior to joining Finbar, John headed several property and manufacturing companies both in Australia and overseas.
John holds a Bachelor of Science from Monash University in Melbourne and a Master of Business Administration from the University of Queensland. John is a Member of the Australian Institute of Company Directors, is a Trustee for the Western Australian Chinese Chamber of Commerce, and is a former Senate Member of Murdoch University.
Managing Director
Darren John PATEMAN - EMBA, GradDipACG, ACSA, AGIA, MAICD
Director since 6 November 2008 Managing Director since 15 July 2010
Darren Pateman is the Managing Director of Finbar and a Director of Finbar’s Subsidiaries and equity accounted investees.
Darren commenced with Finbar prior to its re-listing on the ASX as a property development company in 1995 and in this time has played a primary role in developing Finbar’s systems, strategy and culture.
Darren has held several positions in his 26 years with the company which has given Darren an intimate knowledge of the key aspects of Finbar’s business. Darren was formerly Company Secretary from 1996 to 2010, Chief Executive Officer from 2008 to 2010, and was appointed Managing Director on 15 July 2010.
Darren is a Chartered Secretary and holds an Executive Master of Business Administration from the University of Western Australia and a Graduate Diploma in Applied Corporate Governance (GradDipACG). Darren is an Associate of the Institute of Chartered Secretaries and Administrators and a Member of the Australian Institute of Company Directors.
Executive Director and Chief Operations Officer
Ronald CHAN
Director since 24 February 2017
Ronald Chan is the Chief Operations Officer of Finbar and a Director of Finbar’s Subsidiaries and equity accounted investees.
Ronald joined the Board as an Executive Director on 24 February 2017. Ronald brings 17 years of experience in Finbar’s Company operations where he has worked in several roles in the organisation including marketing, contract administration, and in 2013 was appointed Chief Operations Officer. In this role Ronald has gained an intimate understanding of the Company’s relationships and systems and managed the Company’s transition to digital and online marketing strategies.
Non-executive Director
Kee Kong LOH - B Acc, CPA
Director since 28 April 1993
Kee Kong Loh joined the Board in April 1993 and has substantial experience in the governance of companies in property development, marine transportation, and electronics manufacturing sectors. He has a degree in accountancy from the University of Singapore and is a member of the Institute of Certified Public Accountants of Singapore.
Non-executive Director
Terence Siong Woon PEH - B.Comm, M.Comm
Director since 24 April 2018
Terence Peh joined the Board on 24 April 2018. Terence is Chief Executive Officer and Executive Director of Chuan Hup Holdings Limited, an investment company listed on the Singapore Stock Exchange, and Finbar’s largest corporate shareholder.
Terence has over 22 years of experience in property development investment and project management in Asia Pacific, and management experience in finance in the marine and electronics manufacturing services industries.
Terence obtained his Bachelor of Commerce in Marketing from Curtin University and a Master of Commerce in Finance from the University of New South Wales.
3
2021 Finbar Group Annual Report
DIRECTORS’ REPORT
For the Year Ended 30 June 2021
1. Directors (continued)
Non-executive (Independent) Director
Lee VERIOS - LLB, MAICD
Director since 6 December 2011
Lee Verios joined the Board in December 2011. He is a well credentialed commercial lawyer having practised in Western Australia for over 40 years.
Until his retirement from practising law in 2012, Lee was partner in the international law firm of Norton Rose and the leader of their Commercial Property division in Perth. Throughout his legal career, Lee has held senior management roles in each of the firms of which he has been a member.
In addition to his legal practice, Lee is an experienced company director, having held positions in a variety of public and private enterprises.
Lee is a member of the Australian Institute of Company Directors, the Law Society of WA and was previously Chairman of the Australian Indonesian Business Council (WA Branch).
2. Company Secretary
The Company Secretary of the Company at any time during or since the end of the financial year is:
Edward Guy BANK - B Bus, ASCPA
Company Secretary since 2 December 2016
Edward Bank is the Company Secretary of Finbar, and of Finbar’s Subsidiaries and equity accounted investees. Ed is a Certified Practicing Accountant with 28 years experience in private practice including 8 years as the Company’s external accountant. Ed joined the Company in 2005 in the capacity of Chief Financial Officer.
Ed continues to hold the position of Chief Financial Officer.
3. Directors’ Meetings
The number of Directors’ meetings attended by each of the Directors of the Company, whilst being a Director, during the financial year are:
| Director | Board Meetings Held |
Board Meetings Attended |
Resolutions Without Meetings |
Audit Committee Meetings Held |
Audit Committee Meetings Attended |
Remuneration Committee Meetings Held |
Remuneration Committee Meetings Attended |
|---|---|---|---|---|---|---|---|
| John CHAN 4 4 1 N/A N/A 2 2 Darren John PATEMAN 4 4 1 N/A N/A N/A N/A Ronald CHAN 4 4 1 N/A N/A N/A N/A Kee Kong LOH 4 4 1 2 2 2 2 Lee VERIOS 4 4 1 2 2 2 2 Terence Siong Woon PEH 4 4 1 2 2 2 2 |
4. Corporate Governance Statement
The Board (‘Board’) of Finbar Group Limited (‘Finbar’ or ‘the Company’), its subsidiaries and equity accounted investees (collectively the Group) is committed to maintaining a high standard of corporate governance in the conduct of the organisation’s business in order to create and deliver value to shareholders. In this regard, Finbar has established a corporate governance framework, including corporate governance policies and charters to assist in this commitment. A copy of these policies and charters are available from the governance page of Finbar’s website, www.finbar.com.au and are referenced throughout this document where relevant.
The framework is reviewed and revised in response to changes to law, developments in corporate governance best practice and changes to the Finbar business environment.
As a listed entity, Finbar is required to comply with Australian laws including the Corporations Act 2001 (Cth) and the Australian Securities Exchange Listing Rules, and to report against the ASX Corporate Governance Council’s Principles and Recommendations.
4
2021 Finbar Group Annual Report
DIRECTORS’ REPORT
For the Year Ended 30 June 2021
4. Corporate Governance Statement (continued)
4.1 Board of Directors
Role of the Board
The Board Charter sets out the Board’s role, powers and duties, and establishes the functions reserved for the Board and those which are delegated to the management. The Board’s primary role is the protection and enhancement of long-term shareholder value. To fulfil this role, the Board is responsible for the overall corporate governance of the Group.
The Board has delegated responsibility for the operation and administration of the Group to the Executive Chairman, the Managing Director and Senior Executives.
Composition of the Board
The Board recognises the importance of ensuring that Directors are free from interests and relationships that could, or could reasonably be perceived to materially interfere with the Director’s ability to exercise independent judgement and act in the Group’s best interests.
Accordingly, the Board has adopted guidelines, set out in the Board Charter, which are used to determine the independence of the Directors.
Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the Group. Where the Board believes that a significant conflict exists for a Director on a Board matter, the Director concerned will be restricted from receiving materials, discussing or voting on the matter.
Details of each of the non-executive Directors (Independent) are set out in the Directors Report (pages 3 & 4).
4.2 Remuneration Committee
The Remuneration Committee Charter sets out the Remuneration Committee’s role, powers and duties, and establishes the functions delegated to the Committee by the Board. The Remuneration Committee reviews and makes recommendations to the Board on remuneration packages and policies applicable to the Executive Officers and Directors themselves of the Company and of other Group Executives. It is also responsible for share option schemes, incentive performance packages, superannuation entitlements, retirement and termination entitlements, fringe benefits policies and professional indemnity and liability insurance policies.
The following directors serve on the Remuneration Committee:
-
Kee Kong LOH (Chairman) - Non-executive Director
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John CHAN - Executive Director and Chairman
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Lee VERIOS - Non-executive Independent Director
-
Terence Siong Woon PEH - Non-executive Director
The Remuneration Committee Charter sets out the process for the periodical evaluation of the performance of the Executive Chairman and Managing Director. These evaluations have been conducted during the period.
The Remuneration Committee Charters sets out the process for the periodical evaluation of the performance of the Senior Executives. The Remuneration Committee in consultation with the Executive Chairman and Managing Director are responsible for the periodical evaluation of the performance of the Senior Executives. These evaluations have been conducted during the period.
Finbar has a written agreement, either in the form of an employment contract or letter of employment, with each Executive Director and Senior Executive which sets out the terms of their appointment.
A copy of the Remuneration Committee Charter is available on Finbar’s website www.finbar.com.au.
4.3 Remuneration Report - Audited
4.3.1 Principles of Remuneration
Remuneration of Directors and Executives is referred to as remuneration as defined in AASB 124 Related Party Disclosures and Section 300A of the Corporations Act 2001 .
Key management personnel have authority and responsibility for planning, directing and controlling the activities of the Group, including Directors of the Company and other Executives. Key management personnel comprise the Directors of the Company and Executives for the Company and the Group including the Section 300A Executives.
Remuneration levels for key management personnel and the secretary of the Company, and key management personnel and secretaries of the Group, are competitively set to attract and retain appropriately qualified and experienced Directors and Executives. The Remuneration Committee periodically obtains independent advice on the appropriateness of remuneration packages of both the Company and the Group given trends in comparative companies both locally and internationally and the objectives of the Company’s remuneration strategy.
5
2021 Finbar Group Annual Report
DIRECTORS’ REPORT (Continued)
For the Year Ended 30 June 2021
- Corporate Governance Statement (continued)
4.3 Remuneration Report - Audited (continued)
4.3.1 Principles of Remuneration (continued)
The remuneration structures explained below are designed to attract suitably qualified candidates, reward the achievement of strategic objectives and achieve the broader outcome of creation of value for shareholders. The remuneration structures take into account:
-
the capability and experience of the key management personnel;
-
the key management personnel’s ability to control the Group’s performance;
-
the key management personnel’s contribution to revenue and future earnings potential;
-
project outcomes;
-
the key management personnel’s length of service; and
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the Group’s performance including:
-
the Group’s earnings;
-
the growth in share price and delivering constant returns on shareholder wealth; and
-
the amount of incentives within each key management person’s remuneration.
Remuneration packages include a mix of fixed and variable remuneration, short-term performance-based incentives and can include long-term performance-based incentives.
Fixed Remuneration
Fixed remuneration consists of base remuneration (which is calculated on a total cost basis and includes any fringe benefit tax charges related to employee benefits including motor vehicles), as well as employer contributions to superannuation funds.
Remuneration levels are reviewed annually through a process that considers individual, segment and overall performance of the Group. In addition, where appropriate, external consultants provide analysis and advice to ensure the Directors’ and Senior Executives’ remuneration is competitive in the market place. A Senior Executive’s remuneration is also reviewed on promotion.
Performance Linked Remuneration
Performance linked remuneration includes short-term incentives (STI) and can include long-term incentives (LTI), which are designed to reward key management personnel for meeting or exceeding their financial and personal objectives. The short-term incentive is an ‘at risk’ bonus provided in the form of cash, whilst the long-term incentive is provided as shares or options over ordinary shares of the Company under the rules of the Employee Incentive Plan 2013 and Director Share Plan 2014. As at 30 June 2021, there were no options on issue.
Short-term Incentive
The Remuneration Committee has elected to set the primary financial performance objective of ‘profit before tax’ as the key measure for the calculation of the short term incentives of key management personnel. The non-financial objectives vary with position and responsibility and include measures such as those outlined above. The STI for the current period was wholly based on a percentage of ‘profit before tax’. Contractual amounts are accrued in the current year and discretionary amounts are accounted for in the year of payment. The contractual amount is set at 3.3% of ‘profit before tax’ for 2021 financial year.
At the end of the financial year the Remuneration Committee assess the actual performance of the Group, the relevant segment and the individual key management personnel contribution to the Group. The performance evaluation in respect of the year ended 30 June 2021 has taken place in accordance with this process.
Long-term Incentive
Incentive shares or options issued under the Employee Incentive Plan 2013 or Director Share Plan 2014 are made in accordance with thresholds set in the plans approved by shareholders at the relevant Annual General Meeting, subject to the Board’s discretion.
Short-term and Long-term Incentive Structure
The Remuneration Committee considers that the above performance-linked remuneration structure is generating the desired outcome. The evidence of this is in respect to the long term historical profit and dividend growth of the Company, coupled with the long term retention of key management personnel resulting in the retention of Company intellectual property.
6
2021 Finbar Group Annual Report
DIRECTORS’ REPORT (Continued)
For the Year Ended 30 June 2021
4. Corporate Governance Statement (continued)
4.3 Remuneration Report - Audited (continued)
4.3.1 Principles of Remuneration (continued)
Consequences of Performance on Shareholders Wealth
In considering the Group’s performance and benefits for shareholder wealth, the Remuneration Committee has regard to the following indices in respect of the current financial year and the previous four financial years:
| 2021 2020 2019 2018 2017 Total comprehensive income $8,863,000 $7,068,000 $11,372,000 $13,760,000 $5,059,000 Proft before tax $12,043,000 $10,488,000 $15,947,000 $18,786,000 $10,369,000 Dividends paid $8,163,000 $13,606,000 $16,302,000 $13,874,000 $16,219,000 Change in share price $0.15 -$0.14 -$0.10 $0.14 -$0.03 Return on capital employed 3.82% 4.47% 5.58% 6.24% 4.76% Return on total equity 3.65% 2.92% 4.58% 5.46% 2.34% |
2020 | 2019 | 2018 | 2017 |
|---|---|---|---|---|
Profit before tax is considered as one of the financial targets in setting the STI.
Dividends, changes in share price, and return of capital are included in the total shareholder return (TSR) calculation which is one of the performance criteria assessed for the LTI. The other performance criteria assessed for the LTI is growth in earnings per share, which takes into account the Group’s net profit.
The overall level of key management personnel’s remuneration takes into account the performance of the Group over a number of years.
Directors
Total base remuneration for all Directors, last voted upon by shareholders at the November 2013 AGM, is not to exceed $360,000 per annum. Directors’ base fees are presently $197,790 per annum. In line with industry practice, as from 1 July 2017 executive salaries were varied to be inclusive of all directors duties and responsibilities.
4.3.2 Directors’ and Executive Officers’ Remuneration
Details of the nature and amount of each major element of remuneration of each Director of the Company and of the named Group Executives who received the highest remuneration are:
| For the year ended 30 June 2021 Executive Directors Mr John Chan, Executive Chairman Mr Darren John Pateman, Managing Director Mr Ronald Chan, Chief Operating Offcer Non-executive Directors Mr Kee Kong Loh Mr Terence Siong Woon Peh Mr Lee Verios Executives Mr Edward Guy Bank, CFO |
Short-Term | Short-Term | Short-Term | Short-Term | Short-Term | Post - Employment | Post - Employment | Post - Employment |
|---|---|---|---|---|---|---|---|---|
| Directors Fees and Committee Fees $ |
Salary $ |
STI Cash Bonus (A) $ |
Non Monetary Benefts $ |
Total $ |
Superannuation $ |
Other Long Term $ |
Total $ |
|
| - 527,692 132,272 - 659,964 |
25,000 8,869 693,833 |
|||||||
| - 663,948 132,272 47,134 843,354 |
21,614 11,032 876,000 |
|||||||
| - 368,298 66,136 - 434,434 |
21,614 6,069 462,117 |
|||||||
| 71,710 - - - 71,710 |
- - 71,710 |
|||||||
| 61,535 - - - 61,535 |
- - 61,535 |
|||||||
| 65,490 - - - 65,490 |
6,220 - 71,710 |
|||||||
| - 290,381 66,136 - 356,517 |
21,694 4,707 382,918 |
|||||||
| 198,735 1,850,319 396,816 47,134 2,493,004 |
96,142 30,677 2,619,823 |
7
2021 Finbar Group Annual Report
DIRECTORS’ REPORT (Continued)
For the Year Ended 30 June 2021
4. Corporate Governance Statement (continued)
4.3 Remuneration Report - Audited (continued)
4.3.2 Directors’ and Executive Officers’ Remuneration (continued)
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Short-Term Post - Employment
Directors
Fees and Non Other
For the year ended
Committee STI Cash Monetary Long
30 June 2020
Fees Salary Bonus (A) Benefits Total Superannuation Term Total
$ $ $ $ $ $ $ $
----- End of picture text -----
| For the year ended 30 June 2020 |
Fees and Committee Fees $ Salary $ STI Cash Bonus (A) $ Non Monetary Benefts $ Total $ Superannuation $ Other Long Term $ Total $ |
|---|---|
| Executive Directors Mr John Chan, Executive Chairman Mr Darren John Pateman, Managing Director Mr Ronald Chan, Chief Operating Offcer Non-executive Directors Mr Kee Kong Loh Mr Terence Siong Woon Peh Mr Lee Verios Executives Mr Edward Guy Bank, CFO |
- 532,130 134,694 - 666,824 26,817 (72,997) 620,644 - 668,906 134,694 90,556 894,156 21,173 11,026 926,355 - 373,257 67,347 - 440,604 21,173 23,048 484,825 76,105 - - - 76,105 - - 76,105 65,930 - - - 65,930 - - 65,930 69,661 - - - 69,661 6,444 - 76,105 - 290,901 67,347 - 358,248 21,173 4,695 384,116 |
| 211,696 1,865,194 404,082 90,556 2,571,528 96,780 (34,228) 2,634,080 |
- Excludes total accrued annual leave balance of $186,000 (2020: $161,000).
Notes in relation to the Table of Directors’ and Executive Officers’ Remuneration - Audited
(A) Short-term Incentive Cash Bonus:
The short-term incentive bonus is for performance during the respective financial years using the criteria set out on Page 6.
Details of the Group’s policy in relation to the remuneration that is performance related is discussed on Page 6.
On 31st August 2015, Finbar Group Limited issued 250,000 fully paid ordinary shares to Darren Pateman as Director Incentive Shares under the rules of the Director Share Plan 2014. Payment was by way of an interest free loan of $290,000 which was repaid in August 2020. The related benefit is disclosed in table 4.3.2 on page 7.
On 25th August 2016, Finbar Group Limited issued 250,000 fully paid ordinary shares to Darren Pateman as Director Incentive Shares under the rules of the Director Share Plan 2014. Payment was by way of an interest free loan of $207,500 which was repaid in August 2021. The related benefit is disclosed in table 4.3.2 on page 7.
On 13th September 2017, Finbar Group Limited issued 250,000 fully paid ordinary shares to Darren Pateman as Director Incentive Shares under the rules of the Director Share Plan 2014. Payment was by way of an interest free loan of $202,500 which is repayable by 13th September 2022. The related benefit is disclosed in table 4.3.2 on page 7.
8
2021 Finbar Group Annual Report
DIRECTORS’ REPORT (Continued)
For the Year Ended 30 June 2021
4. Corporate Governance Statement (continued)
4.3 Remuneration Report - Audited (continued)
4.3.3 Analysis of Bonuses included in Remuneration
Details of the vesting profile of the short term incentive bonuses awarded as remuneration to each Director of the Company and each of the named Group Executives are detailed below.
| Executive Directors Mr John Chan Mr Darren John Pateman Mr Ronald Chan Executives Mr Edward Guy Bank |
Short Term Incentive Bonus | Short Term Incentive Bonus |
|---|---|---|
| Included in Remuneration $ |
% vested in year % |
|
| 132,272 100% 132,272 100% 66,136 100% 66,136 100% |
||
| 396,816 100% |
Amounts included in remuneration for the financial year represent the amount of entitlements in the financial year based on achievement of personal goals and satisfaction of performance criteria, as per Short Term Incentives (page 6). No discretionary bonus was paid to the Executives in the 2021 financial year (2020: NIL). Any discretionary amounts of executive bonuses relating to 2021 financial year are yet to be determined, and therefore may impact future financial years.
4.3.4 Directors’ and Executives Interests
Movement in Shares
The movement during the reporting period in the number of ordinary shares in Finbar Group Limited held, directly, indirectly or beneficially, by each key management person, including their related parties, is as follows:
| Held at 1 July 2020 Purchases Sales Held at 30 June 2021 Directors Mr John Chan 27,031,551 286,714 - 27,318,265 Mr Darren John Pateman 3,609,493 23,000 - 3,632,493 Mr Ronald Chan 15,481,061 1,610,037 - 17,091,098 Mr Kee Kong Loh 2,000,904 - - 2,000,904 Mr Terence Siong Woon Peh 55,837,175 - - 55,837,175 Mr Lee Verios 72,393 - - 72,393 Executives Mr Edward Guy Bank 300,000 - - 300,000 Held at 1 July 2019 Purchases Sales Held at 30 June 2020 Directors Mr John Chan 26,617,520 414,031 - 27,031,551 Mr Darren John Pateman 3,609,493 - - 3,609,493 Mr Ronald Chan** 5,074,074 10,406,987 - 15,481,061 Mr Kee Kong Loh 2,000,904 - - 2,000,904 Mr Terence Siong Woon Peh 55,837,175 - - 55,837,175 Mr Lee Verios 72,393 - - 72,393 Executives Mr Edward Guy Bank 300,000 - - 300,000 |
Purchases | Sales | Held at 30 June 2021 |
|---|---|---|---|
- John Chan has interests in Forward International Pty Ltd which holds shares in Finbar Group Limited.
** Ronald Chan has interests in Forward International Pty Ltd and Blair Park Pty Ltd (from 2020 financial year) which hold shares in Finbar Group Limited.
*** Terence Peh is a Director and shareholder of Chuan Hup Holdings Limited which holds shares in Finbar Group Limited. No options for shares were granted to key management personnel as remuneration during the reporting period.
9
2021 Finbar Group Annual Report
DIRECTORS’ REPORT (Continued)
For the Year Ended 30 June 2021
- Corporate Governance Statement (continued)
4.3 Remuneration Report - Audited (continued)
4.3.5 Equity Instruments
All options refer to options over ordinary shares of Finbar Group Limited issued under the Employee Incentive Plan 2013 or Director Share Plan 2014. As at 30 June 2021, there were no options on issue.
4.4 Audit Committee
The Audit Committee Charter sets out the Audit Committee’s role, powers and duties, and establishes the functions delegated to the Audit Committee by the Board. The Audit Committee advises on the establishment and maintenance of a framework of internal control and appropriate ethical standards for the management of the Group.
A copy of the Audit Committee Charter is available on Finbar’s website www.finbar.com.au.
The following directors serve on the Audit Committee:
-
Lee VERIOS (Chairman) - Non-executive Independent Director
-
Kee Kong LOH - Non-executive Director
-
Terence Siong Woon PEH - Non-executive Director
4.5 Risk Management
Oversight of the Risk Management Procedures
The Board has elected not to establish a separate Risk Committee to oversee risk management and instead the overall responsibility of risk management resides with the Board in its entirety. In this regard, risk management considerations form part of the Board’s discussions at scheduled meetings.
The Board oversees the establishment, implementation, and annual review of the Group’s risk management procedures. Management has established and implemented informal risk management procedures for assessing, monitoring and managing all risks including operational, financial reporting and compliance risks for the Group. The Managing Director and Chief Financial Officer provide assurance, in writing to the Board, that the financial risk management and associated compliance and controls have been assessed and found to be operating effectively.
Risk Management and Compliance Control
Comprehensive practices have been established to ensure:
-
capital expenditure with respect to land acquisitions or development agreements obtain prior Board approval;
-
financial exposures are controlled, including use of derivatives. Further details of the Group’s policies relating to interest rates management and credit risk are included in Notes 5 and 24 in the Notes to the Consolidated Financial Statements;
-
management systems are monitored and reviewed to achieve high standards of performance and compliance with regulations;
-
business transactions are properly authorised and executed;
-
the quality and integrity of personnel (see below);
-
financial reporting accuracy and compliance with the financial reporting regulatory framework (see below); and
-
environmental regulation compliance (see page 11).
Quality and Integrity of Personnel
Training and development and appropriate remuneration and incentives with regular performance reviews create an environment of cooperation and constructive dialogue with employees and senior management.
Financial Reporting
The Managing Director and the Chief Financial Officer have provided assurance, in writing to the Board that the Group’s financial reports are founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board.
There is a comprehensive accounting system. Monthly actual results are reported against budgets approved by the Directors and revised forecasts for the year are prepared regularly. Procedures are in place to ensure price sensitive information is reported to the Australian Securities Exchange (ASX) in accordance with Continuous Disclosure Requirements.
10
2021 Finbar Group Annual Report
DIRECTORS’ REPORT (Continued)
For the Year Ended 30 June 2021
4. Corporate Governance Statement (continued)
4.5 Risk Management (continued)
Financial Reporting (continued)
A review is undertaken at each half year end of all related party transactions.
Environmental Regulation
The Group’s operations are not subject to any significant environmental regulations under either Commonwealth or State legislation.
Compliance with the requirements of environmental regulations and with specific requirements of site environmental licences was substantially achieved across all operations with no instances of non-compliance in relation to licence requirements noted.
The Board is not aware of any significant breaches of environmental regulations during the period covered by this report.
4.6 Ethical Standards
All Directors, Managers and Employees are expected to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Group.
Conflict of Interest
Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the Group.
Where the Board believes that a significant conflict exists for a Director on a Board matter, the Director concerned does not receive the relevant Board papers and is not present at the meeting whilst the item is considered. Details of Director related entity transactions with the Company and the Group are set out in Note 28 in the Notes to the Consolidated Financial Statements.
Code of Conduct
All Directors, Managers and Employees are expected to maintain high ethical standards including the following:
-
aligning the behaviour of the Board and Management with the code of conduct by maintaining appropriate core Group values and objectives;
-
fulfilling responsibilities to shareholders by delivering shareholder value;
-
usefulness of financial information by maintaining appropriate accounting policies, practices and disclosure;
-
fulfilling responsibilities to clients, customers and consumers by maintaining high standards of product quality, service standards, commitments to fair value, and safety of goods produced;
-
employment practices such as occupational health and safety, employment opportunity, training and education support, community activities, sponsorships and donations;
-
responsibilities to the individual, such as privacy, use of privileged or confidential information, and conflict resolution;
-
managing actual or potential conflicts of interest;
-
corporate opportunities such as preventing Directors and key executives from taking advantage of property, information or position for personal gain;
-
confidentiality of corporate information;
-
fair dealing;
-
protection and proper use of the Group’s assets;
-
compliance with laws; and
-
reporting unlawful or of unethical behaviour including protection of those who report violations in good faith.
11
2021 Finbar Group Annual Report
DIRECTORS’ REPORT (Continued)
For the Year Ended 30 June 2021
4. Corporate Governance Statement (continued)
4.6 Ethical Standards (continued)
Trading in General Company Securities by Directors and Employees
The key elements of the Trading in Company Securities by Directors and Employees policy are:
-
identification of those restricted from trading - Directors and Senior Executives may acquire shares in the Company, but are prohibited from dealing in Company
-
shares or exercising options:
-
within two trading days after either the release of the Company’s half-year and annual results to the Australian Securities Exchange (‘ASX’), the Annual General Meeting or any major announcement;
-
whilst in possession of price sensitive information not yet released to the market;
-
raising the awareness of legal prohibitions including transactions with colleagues and external advisers;
-
raising awareness that the Company prohibits those restricted from trading in Company shares as described above from entering into transactions such as margin loans that could trigger a trade during a prohibited period; and
-
requiring details to be provided of the trading activities of the Directors of the Company.
4.7 Communication with Shareholders
The Board is committed to ensuring that the Company complies with its continuous disclosure obligations and to facilitate this, has approved a Continuous Disclosure Policy that applies to all Group personnel, including the Directors and Senior Executives. The Board seeks to promote investor confidence by seeking to ensure that trading in the Company’s shares take place in an informed market.
Finbar provides information about itself, its activities and operations, and its governance via its website www.finbar.com.au.
A copy of the Group’s Market Disclosure Policy is available on Finbar’s website www.finbar.com.au.
4.8 Diversity
The Board has considered the recommendation to formulate strict measurable targets for the purposes of the assessment of gender diversity within the organisation. Given the small size and relatively stable nature of its workforce it has formed the view that at this time it would not be appropriate or practical to establish a written policy regarding gender diversity. The Board will review this position at least annually. However, generally, when selecting new employees or advancing existing employees, no consideration is given to gender, age or ethnicity, but instead selections are based upon individual achievements, skill and expertise.
| 2021 | 2021 | 2020 | 2020 | |
|---|---|---|---|---|
| Gender representation | Female | Male | Female | Male |
| Board | - | 100% | - | 100% |
| Key Management | - | 100% | - | 100% |
| Personnel | ||||
| Senior Management | 50% | 50% | 50% | 50% |
| Group | 55% | 45% | 53% | 47% |
5. Principal Activities
The principal activities of the Group during the course of the financial year continued to be property development and investment.
The Group’s focus is the development of medium to high-density residential buildings and commercial developments in Western Australia by way of direct ownership, ownership through fully owned Subsidiaries or by equity accounted investees (through companies registered specifically to conduct the development).
The Group holds rental property through 175 Adelaide Terrace Pty Ltd, Finbar Karratha Pty Ltd and Finbar Commercial Pty Ltd.
There were no significant changes in the nature of the activities of the Group during the financial year.
12
2021 Finbar Group Annual Report
DIRECTORS’ REPORT (Continued)
For the Year Ended 30 June 2021
6. Operating and Financial Review
| Operating Results | 2021 | 2020 | |||
|---|---|---|---|---|---|
| Total comprehensive income attributable to | Owners of the Group | $8,863,000 | $7,068,000 | ||
| 2021 | 2020 | 2019 | 2018 | 2017 | |
| Total comprehensive income attributable to | $8,863,000 |
$7,068,000 | $11,372,000 | $13,760,000 | $5,062,000 |
| Owners of the Group | |||||
| Basic EPS | $0.03 | $0.02 | $0.04 | $0.06 | $0.02 |
| Diluted EPS | $0.03 | $0.02 | $0.04 | $0.06 | $0.02 |
| Dividends paid | $8,163,000 | $13,606,000 | $16,302,000 | $13,874,000 | $16,219,000 |
| Dividends paid per share | $0.03 | $0.05 | $0.06 | $0.06 | $0.07 |
| Market price per share | $0.85 | $0.70 | $0.84 | $0.94 | $0.80 |
| Change in share price | $0.15 | -$0.14 | -$0.10 | $0.14 | -$0.03 |
| Return on capital employed attributable to | 3.82% | 4.47% | 5.58% | 6.24% | 4.76% |
| Owners of the Group | |||||
| Return on total equity attributable to | 3.65% | 2.92% | 4.58% | 5.46% | 2.34% |
| Owners of the Group |
Dividends for 2021 were fully franked and it is expected that dividends in future years will continue to be fully franked.
Key transactions that contributed to the consolidated net profit of the Company for the 2021 financial year were the completion of Riverena, sales and settlements of completed stock held at 30 June 2020 as well as the ongoing rental of the Company’s commercial properties. See below for further information on the Company’s project completions.
Review of Operations
Finbar Group Limited’s (‘Finbar’ or ‘the Company’) core business lies in the development of medium to high density residential apartments and commercial property within the state of Western Australia. Finbar carries out its development projects in its own right or through incorporated special purpose entities and equity accounted investees, of which the Company either directly or indirectly holds interests in project profitability ranging between 50% and 100%.
The Company operates predominantly within the Perth CBD and surrounding areas.
Finbar’s business model involves the acquisition of suitable development land either directly or by way of an incorporated Special Purpose Vehicle or by development agreements with Land Owners. Equity partners are sought to allow the Company to leverage into larger development projects to take advantage of the benefits of economies of scale, and to help spread project risk.
Finbar outsources its design and construction activities to external parties.
The administration of the companies along with the operating, investment, and acquisitions decisions are made by Finbar’s Board and Management. The Company employs 27 staff in its corporate offices in East Perth, Western Australia and 1 member of staff in its office in the Pilbara.
This outsourcing model ensures that the Company is and remains scalable, efficient and agile in a market where acquisition and project timing is critical in maintaining a competitive advantage, helping to protect margins and enhancing the returns Finbar can generate for its shareholders.
There have been no significant changes in the Company’s operating model that occurred during the relevant reporting period and the Company continued to develop and invest in built-form projects within Western Australia throughout the year as its core business.
There is less demand for investment property, however, a low interest rate environment coupled with weakened housing prices is helping drive owner occupier activity for company product.
Factors that may affect the Company’s profit are generally restricted to items that would be considered to reside outside of the control of the Board and Management and are, in general, movements in interest rates, government rebates and incentives, changes in taxation and superannuation laws, banking lending policies and their regulatory changes, global economic factors, resources sector activity, and employment rates.
The outbreak of COVID-19 globally and in Australia in 2020 remains as a significant risk event. The full impact on the Australian economy, travel restrictions and period of recovery is yet to be known. While the measures implemented by the Federal and State Governments were effective in reducing the impact of the virus, there may be ongoing outbreaks of COVID-19 which will require further government response.
13
2021 Finbar Group Annual Report
DIRECTORS’ REPORT (Continued)
For the Year Ended 30 June 2021
6. Operating and Financial Review (continued)
The Company’s Management has remained diligent in ensuring it maintains a strong balance sheet to protect and improve the Company’s market position through this crisis. The construction commencement of Civic Heart in South Perth and AT238 in East Perth as well as the imminent completion of the project at Daniella positions the Company to benefit from the opportunities that may arise from decreased competition and general industry stress. The ability to source new viable development opportunities is central to Finbar’s ongoing success and the Board and Management has demonstrated a long track record of this ability.
The Board and Management control the Company’s key risks through the implementation of control measures which include; land acquisitions generally secured without the use of debt funding, development funding which is carried out utilising senior bank funding from major Australian banks, and the Company’s small and agile structure which can rapidly adapt to changes in market conditions.
There were no significant changes in the composition of overall assets and liabilities, with movements in assets from non-current to current and movements in liabilities from non-current to current as projects reach completion. The Company continued to focus on the generation of sales and rental revenue through property development and investment.
The Board and Management do not currently have the view that there is a requirement to reposition the Company’s overall business model. The Board and Management continuously monitor market fluctuations and conditions and implement appropriate strategies to benefit from and insulate the Company against changing market conditions.
Completed Projects
Motive - 172 Railway Parade, West Leederville: 16 units have settled in the reporting period. The 143 unit development is now fully sold and settled.
Concerto - 193 Adelaide Terrace, East Perth: 11 units settled in the reporting period. The 227 unit development is now fully sold and settled.
Aire West Perth - 647-659 Murray Street, West Perth: 2 units have settled in the reporting period. The 244 unit development is now fully sold.
Reva - 5 Harper Terrace, South Perth: 3 units have settled in the reporting period. 9 commercial units remain for sale in the 59 unit development.
Vue Tower - 63 Adelaide Terrace, East Perth: 12 units have settled in the reporting period. 4 units remain for sale in the 250 unit development.
Palmyra East Apartments - 43 McGregor Road, Palmyra: 51 units have settled in the reporting period. The 128 unit development is now fully sold.
Sabina - 908 Canning Highway, Applecross: 53 units have settled in the reporting period. 9 residential units and 3 commercials units remain for sale in the development of 164 residential apartments and 3 commercial units.
One Kennedy - 241 Railway Parade, Maylands: 33 units have settled in the reporting period. 18 units remain for sale in the development of 120 residential apartments and 3 commercial units.
Riverena - Lot 1001-1003 Rowe Avenue, Rivervale: 91 units have settled in the reporting period. 16 units remain for sale in the development of 125 residential apartments.
Currently Under Construction
Dianella Apartments - 36 Chester Avenue, Dianella: Construction works continues to progress well, with completion expected in September 2021. To date 65 sales have been achieved in the development of 128 residential apartments.
Civic Heart - 1 Mends Street, South Perth: Construction works continues to progress well, with completion expected during financial year ending 30 June 2024. To date 110 sales have been achieved in the development of 309 residential apartments and 26 commercial units.
AT238 - 240 Adelaide Terrace, Perth: Construction works commenced in March 2021. To date 29 residential sales and 1 commercial sale have been achieved in the development of 119 residential apartments and 2 commercial units.
14
2021 Finbar Group Annual Report
DIRECTORS’ REPORT (Continued)
For the Year Ended 30 June 2021
6. Operating and Financial Review (continued)
Future Projects
Aurora Applecross - 3 Kintail Road, Applecross (Stage 2): Marketing of the Aurora project continues to progress, with construction expected to commence in the financial year ending 30 June 2022. To date 30 residential sales have been achieved in the development of 118 residential apartments and 3 commercial units.
The Point - 31 Rowe Avenue, Rivervale: Marketing of The Point is currently underway and construction is anticipated to commence in financial year ending 30 June 2022. To date 2 residential sales and 1 commercial sale have been achieved in the development of 167 residential units and 9 commercial units.
912 Canning Highway, Applecross (Stage 3): Development Approval has been received for 148 residential apartments and 3 commercial units.
Palmyra West Apartments - 43 McGregor Road, Palmyra (Stage 2): Development Approval has been received for 130 residential apartments.
239 Great Eastern Highway, Belmont: Development Approval has been received for a development of 194 residential apartments and 2 commercial units. The development is currently in redesign to a new low rise scheme.
Springs Commercial - 2 Hawksburn Road, Rivervale: The company has not secured a lease to date which would underpin the viability of the development of a commercial building on this land. The company will continue to seek a leasing pre-commitment.
2 Homelea Court, Rivervale: Finbar through a wholly owned subsidiary holds an additional four abutting parcels of land in the Springs precinct in Rivervale for a combined value of $5.15m. The four vacant sites are located on the corners of Rowe Avenue and Homelea Court and comprise a total of 3,770 square metres of land which Finbar intends to amalgamate to develop a project consisting of approximately 185 apartments within a 10 level building.
Lot 1000 - 32 Riversdale Road, Rivervale: Development options are currently being explored.
187 Adelaide Terrace, East Perth: Development options are currently being explored.
Lot 101 Hay Street, East Perth: A development application has been lodged comprising 332 residential units and 13 commercial units.
Investment Property
Fairlanes - 175 Adelaide Terrace, East Perth: The Fairlanes property has been revalued during the reporting period. The valuation resulted in $131,502 increase to the value of the property. The company continues to benefit from the investment income generated from the leased property. The property is currently 93% leased. The company continues to actively market the remaining tenancies for rental.
Pelago Commercial - 23 & 26 Sharpe Avenue, Karratha: The Pelago commercial property has been revalued during the reporting period. The valuation resulted in a $467,800 increase in value of the property. The company continues to benefit from the investment income generated from the leased property. The property is currently 61% leased. The company continues to actively market the remaining tenancies for rental.
Pelago Residential - 23 & 26 Sharpe Avenue, Karratha: The Pelago residential property has been revalued during the reporting period. The valuation resulted in a $1,010,000 increase to the value of the property. The company continues to benefit from the investment income generated from the leased property. The property is currently 99% leased. The company continues to actively market tenancies for rental as they become available.
Vue Tower Commercial - 63 Adelaide Terrace, East Perth: Lot 4 at Vue Tower - Finbar Commercial Pty Ltd continues to be leased to a non-profit organisation at $1 per annum until 13 June 2029.
Aurelia Commercial - 96 Mill Point Road, South Perth: Lots 132-138 at Aurelia were revalued during the period. The valuation resulted in $75,000 decrease to the value of the property. The company is actively marketing the tenancies for rental.
Significant Changes in State of Affairs
Other than set out in this report, in the opinion of the Directors there were no significant changes in the state of affairs of the Group that occurred during the financial year under review.
15
2021 Finbar Group Annual Report
DIRECTORS’ REPORT (Continued)
For the Year Ended 30 June 2021
7. Dividends
Dividends paid or declared by the Company to members since the end of the previous financial year were:
| Dividends Paid During the Year 2021 Cents per Share Total Amount $’000 Franked / Unfranked Date of Payment Final 2020 ordinary 1.00 2,721 Franked 21 September 2020 Interim 2021 ordinary 2.00 5,442 Franked 19 March 2021 |
Total Amount $’000 |
Franked / Unfranked |
Date of Payment |
|---|---|---|---|
| Total Dividends Paid 8,163 |
Franked dividends declared or paid during the year were franked at the rate of 30%.
Proposed Dividend
After the balance date the following dividend has been proposed by the Directors. The dividend has not been provided for and there are no income tax consequences.
| Final | 2021 ordinary | 2.00 5,442 Franked 10 September 2021 |
|---|---|---|
| Total | Dividend Proposed | 5,442 |
The financial effect of this dividend has not been brought to account in the financial statements for the year ended 30 June 2021 and will be recognised in subsequent financial reports.
| Note | $’000 | |
|---|---|---|
| Dealt with in the fnancial report as - Dividends | 19 | 8,163 |
Dividend Reinvestment Plan
In accordance with Rule 13 of the Company’s Dividend Reinvestment Plan (DRP), the Directors have elected to suspend the DRP in the 2021 financial year until further notice. As such the DRP will not be active for the above mentioned dividend.
8. Events Subsequent to Reporting Date
With continuing economic uncertainty from the COVID-19 pandemic, the Company may require to grant further rent abatements and/ or rent deferrals in accordance to the relevant Code of Conduct legislation. Further mandatory closures and government mandated restrictions will influence the Australian economy and property market which may have a future impact on property valuations.
Other than mentioned, there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of the Company, to affect significantly the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.
9. Likely Developments
The Group will continue to pursue its policy of increasing the profitability and market share of its major business sectors during the next financial year.
The Group will continue planned development projects on existing land and will continue to assess new development opportunities for the acquisition of land for future development.
Further information about likely developments in the operations of the Group and the expected results of these operations in future years have not been included in this report as the disclosure of such information would, in the opinion of the Directors, be likely to result in unreasonable prejudice to the Group.
16
2021 Finbar Group Annual Report
DIRECTORS’ REPORT (Continued)
For the Year Ended 30 June 2021
10. Directors’ Interests
The relevant interest of each Director in the shares and options over such instruments by the companies within the Group, as notified by the Directors to the Australian Stock Exchange Limited in accordance with S205G(1) of the Corporations Act 2001, as at the date of this report is as follows:
==> picture [527 x 107] intentionally omitted <==
----- Start of picture text -----
|||
|---|---|
|Director|Ordinary Shares|
|Mr John Chan|27,318,265|
|Mr Darren John Pateman|3,632,493|
|Mr Ronald Chan|17,091,098|
|Mr Kee Kong Loh|2,000,904|
|Mr Terence Siong Woon Peh|55,837,175|
|Mr Lee Verios|72,393|
----- End of picture text -----
11. Indemnification and Insurance of Officers and Auditors
Indemnification
The Company has agreed to indemnify the current Directors of the Company, its Subsidiaries and Equity Accounted Investees, against all liabilities to another person (other than the Company or related body corporate) that may arise from their position as Directors of the Company, its Subsidiaries and Equity Accounted Investees, except where the liability arises out of the conduct involving a lack of good faith.
Insurance Premiums
During the financial year the Company has paid insurance premiums of $55,000 (2020: $38,000) in respect of Directors and Officers liability and legal expenses insurance contracts for Directors and Officers, including Executive Officers of the Company. The insurance premiums relate to:
-
Costs and expenses incurred by the relevant Officers in defending proceedings, whether civil or criminal and whatever their outcome; and
-
Other liabilities that may arise from their position, with the exception of conduct involving a wilful breach of duty or improper use of information or position to gain a personal advantage.
17
2021 Finbar Group Annual Report
DIRECTORS’ REPORT (Continued)
For the Year Ended 30 June 2021
12. Non-audit Services
During the year KPMG, the Group’s auditor, has performed certain other services in addition to their statutory duties.
The Board has considered the non-audit services provided during the year by the auditor and is satisfied that the provision of those non-audit services during the year by the auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons:
-
all non-audit services were subject to the corporate governance procedures adopted by the Group and have been reviewed to ensure they do not impact the integrity and objectivity of the auditor; and
-
the non-audit services provided do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision making capacity for the Group, acting as an advocate for the Group or jointly sharing risks and rewards.
Details of the amounts paid to the auditor of the Group, KPMG, and its related practices for audit and non-audit services provided during the year are set out below:
| Audit Services: Auditors of the Company Audit and review of the fnancial reports Services Other Than Statutory Audit: Taxation compliance services |
Consolidated | Consolidated |
|---|---|---|
| 2021 $ |
2020 $ |
|
| 129,115 126,697 |
||
| 129,115 126,697 |
||
| 16,560 20,286 |
||
| 16,560 20,286 |
13. Lead Auditor’s Independence Declaration
The Lead Auditor’s Independence Declaration is set out on Page 65 and forms part of the Directors’ Report for the financial year ended 30 June 2021.
Signed in accordance with a resolution of the Board of Directors:
==> picture [97 x 32] intentionally omitted <==
Darren Pateman Managing Director
Dated at Perth this Twenty-fourth day of August 2021.
18
2021 Finbar Group Annual Report
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the Year Ended 30 June 2021
| Consolidated | Consolidated | |||
|---|---|---|---|---|
| Note | 2021 $’000 |
2020 $’000 |
||
| Revenue | 7 | 101,965 | 154,307 | |
| Cost of sales | (81,664) | (132,076) | ||
| Gross Proft | 20,301 | 22,231 | ||
| Other income | 8 | 1,429 | 278 | |
| Administrative expenses | (7,796) | (7,159) | ||
| Advertising expenses | (1,054) | (7,779) | ||
| Revaluation increase of investment property | 1,534 | 6,203 | ||
| Revaluation increase of property, plant and equipment | 196 | 627 | ||
| Rental expenses | (4,439) | (4,525) | ||
| Gain on disposal of investmentproperties | 129 | - | ||
| Results from Operating Activities | 10,300 | 9,876 | ||
| Finance income | 10 | 858 | 970 | |
| Finance costs | 10 | (52) | (332) | |
| Net Finance Income | 806 | 638 | ||
| Share ofproft/(loss) of EquityAccounted Investees (net of income tax) | 14 | 937 | (26) | |
| Proft before Income Tax | 12,043 | 10,488 | ||
| Income tax expense | 11 | (3,196) | (3,864) | |
| Proft for the year | 8,847 | 6,624 | ||
| Other comprehensive income | ||||
| Items which will not be reclassifed to proft or loss: | ||||
| Revaluation increase of property, plant and equipment | 23 | 635 | ||
| Tax on items that will not be reclassifed toproft or loss | 11 | (7) | (191) | |
| Other comprehensive income for theyear, net of income tax | 16 | 444 | ||
| Total comprehensive income for the year | 8,863 | 7,068 | ||
| Earnings per Share: | ||||
| Basic earnings per share (cents per share) | 20 | 3.25 | 2.43 | |
| Diluted earnings per share (cents per share) | 20 | 3.25 | 2.43 |
The Consolidated Statement of Profit or Loss and Other Comprehensive Income is to be read in conjunction with the Notes to the Financial Statements set out on Pages 23 to 58.
19
2021 Finbar Group Annual Report
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the Year Ended 30 June 2021
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the Year Ended 30 June 2021 |
||||
|---|---|---|---|---|
| Note Share Capital $’000 Retained Earnings $’000 Asset Revaluation Reserve $’000 Total Equity $’000 Balance as at 1 July 2019 194,484 53,995 - 248,479 Total comprehensive income for the year Proft - 6,624 - 6,624 Other comprehensive income - - 444 444 Transactions with owners, recognised directly in equity Dividends to shareholders 19 - (13,606) - (13,606) |
Share Capital $’000 |
Retained Earnings $’000 |
Asset Revaluation Reserve $’000 |
Total Equity $’000 |
| Balance as at 30 June 2020 194,484 47,013 444 241,941 |
||||
| Balance as at 1 July 2020 194,484 47,013 444 241,941 Total comprehensive income for the year Proft - 8,847 - 8,847 Other comprehensive income - - 16 16 Transactions with owners, recognised directly in equity Dividends to shareholders 19 - (8,163) - (8,163) |
||||
| Balance as at 30 June 2021 194,484 47,697 460 242,641 |
Amounts are stated net of tax
The Consolidated Statement of Changes in Equity is to be read in conjunction with the Notes to the Financial Statements set out on Pages 23 to 58.
20
2021 Finbar Group Annual Report
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
For the Year Ended 30 June 2021
| Consolidated | Consolidated | |||
|---|---|---|---|---|
| Note | 2021 $’000 |
2020 $’000 |
||
| ASSETS | ||||
| Current Assets | ||||
| Cash and cash equivalents | 18a | 52,599 | 30,591 | |
| Trade and other receivables | 17 | 8,085 | 10,341 | |
| Inventories | 16 | 57,736 | 58,803 | |
| Investments in Equity Accounted Investees | 14 | 139 | 746 | |
| Other assets | 65 | 55 | ||
| Total Current Assets | 118,624 | 100,536 | ||
| Non Current Assets | ||||
| Trade and other receivables | 17 | 26,024 | 26,911 | |
| Inventories | 16 | 82,105 | 95,798 | |
| Investment property | 12 | 97,925 | 97,331 | |
| Prepayments | 434 | - | ||
| Investments in Equity Accounted Investees | 14 | 2,235 | 1,368 | |
| Property, plant and equipment | 13 | 9,218 | 9,396 | |
| Deferred tax assets | 15 | 6,719 | 6,313 | |
| Other assets | 154 | 149 | ||
| Total Non Current Assets | 224,814 | 237,266 | ||
| Total Assets | 343,438 | 337,802 | ||
| LIABILITIES | ||||
| Current Liabilities | ||||
| Trade and other payables | 23 | 22,240 | 24,284 | |
| Loans and borrowings | 21 | 2,228 | 55,504 | |
| Current tax payable | 15 | 1,454 | 1,116 | |
| Employee benefts | 22 | 567 | 490 | |
| Total Current Liabilities | 26,489 | 81,394 | ||
| Non Current Liabilities | ||||
| Trade and other payables | 23 | 37 | 1,766 | |
| Loans and borrowings | 21 | 69,254 | 8,478 | |
| Deferred tax liabilities | 15 | 4,957 | 4,179 | |
| Employee benefts | 22 | 60 | 44 | |
| Total Non Current Liabilities | 74,308 | 14,467 | ||
| Total Liabilities | 100,797 | 95,861 | ||
| Net Assets | 242,641 | 241,941 | ||
| EQUITY | ||||
| Share capital | 19 | 194,484 | 194,484 | |
| Retained earnings | 47,697 | 47,013 | ||
| Reserves | 19 | 460 | 444 | |
| Total Equity | 242,641 | 241,941 |
The Consolidated Statement of Financial Position is to be read in conjunction with the Notes to the Financial Statements set out on Pages 23 to 58.
21
2021 Finbar Group Annual Report
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Year Ended 30 June 2021
| Consolidated | Consolidated | ||
|---|---|---|---|
| Note | 2021 $’000 |
2020 $’000 |
|
| Cash Flows from Operating Activities | |||
| Cash receipts from customers | 169,139 | 265,611 | |
| Cashpaid to suppliers and employees | (150,909) | (235,864) | |
| Cash generated from Operating Activities | 18,230 | 29,747 | |
| Interest paid | (71) | (1,231) | |
| Income taxpaid | (2,492) | (4,643) | |
| Net Cashgenerated from Operating Activities | 18b | 15,667 | 23,873 |
| Cash Flows from Investing Activities | |||
| Proceeds from sales of investment properties | 725 | - | |
| Interest received | 1,762 | 200 | |
| Dividends received from Equity Accounted Investees | 676 | 2,401 | |
| Acquisition of property, plant and equipment | 13 | (70) | (91) |
| Proceeds from sale of property, plant and equipment | 13 | - | 325 |
| Acquisition of investment property | - | (4,142) | |
| Loans to Equity Accounted Investees | (7,985) | (10,515) | |
| Proceeds from loans to EquityAccounted Investees | 12,595 | 2,779 | |
| Net Cash provided by/(used in) Investing Activities | 7,703 | (9,043) | |
| Cash Flows from Financing Activities | |||
| Proceeds from borrowings | 21 | 40,193 | 64,264 |
| Repayment of borrowings | 21 | (33,392) | (80,387) |
| Dividendspaid | 19 | (8,163) | (13,606) |
| Net Cash used in Financing Activities | (1,362) | (29,729) | |
| Net increase/(decrease) in cash and cash equivalents | 22,008 | (14,899) | |
| Cash and cash equivalents at 1 July | 30,591 | 45,490 | |
| Cash and Cash Equivalents at 30 June | 18a | 52,599 | 30,591 |
The Consolidated Statement of Cash Flows is to be read in conjunction with the Notes to the Financial Statements set out on Pages 23 to 58.
22
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Year Ended 30 June 2021
Index to Notes to the Financial Statements
| Note | Page | Note | Page |
|---|---|---|---|
| 1. Reporting Entity | 25 | 17. Trade and Other Receivables | 46 |
| 2. Basis of Preparation | 25 | 18. Cash and Cash Equivalents | 46 |
| 3. Signifcant Accounting Policies | 26 | 19. Capital and Reserves | 47 |
| 4. Determination of Fair Values | 32 | 20. Earnings per Share | 49 |
| 5. Financial Risk Management | 33 | 21. Loans and Borrowings | 50 |
| 6. Operating Segments | 35 | 22. Employee Benefts | 51 |
| 7. Revenue | 38 | 23. Trade and Other Payables | 51 |
| 8. Other Income | 38 | 24. Financial Instruments | 52 |
| 9. Personnel Expenses | 38 | 25. Operating Leases | 54 |
| 10. Finance Income and Finance Costs | 38 | 26. Capital and Other Commitments | 54 |
| 11. Income Tax Expense | 39 | 27. Contingencies | 55 |
| 12. Investment Property | 40 | 28. Related Parties | 55 |
| 13. Property, Plant and Equipment | 41 | 29. Group Entities | 57 |
| 14. Investments in Equity Accounted Investees | 43 | 30. Subsequent Events | 58 |
| 15. Tax Assets and Liabilities | 45 | 31. Auditor’s Remuneration | 58 |
| 16. Inventories | 46 | 32. Parent Entity Disclosures | 58 |
23
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
Index to Significant Accounting Policies (Note 3)
| Note | Page |
|---|---|
| (a) Basis of Consolidation | 26 |
| (b) Financial Instruments | 27 |
| (c) Property, Plant and Equipment | 27 |
| (d) Investment Property | 28 |
| (e) Inventories | 29 |
| (f) Impairment | 29 |
| (g) Employee Benefts | 30 |
| (h) Provisions | 30 |
| (i) Revenue | 30 |
| (j) Finance Income and Finance Costs | 31 |
| (k) Income Tax | 31 |
| (l) Goods and Services Tax | 32 |
| (m) Earnings per Share | 32 |
| (n) Segment Reporting | 32 |
| (o) New Standards and Interpretations | 32 |
24
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
1.Reporting Entity
Finbar Group Limited (‘the Company’) is a public company domiciled in Australia. The address of the Company’s registered office is Level 6, 181 Adelaide Terrace, East Perth, WA 6004. The consolidated financial statements of the Group as at and for the year ended 30 June 2021 comprise the Company, its Subsidiaries (together referred to as ‘the Group’ and individually as ‘Group entities’) and the Group’s interest in equity accounted investees. The Group is a for-profit entity and is primarily involved in residential property development and property investment (see Note 6).
2. Basis of Preparation
(a) Statement of Compliance
The consolidated financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards (AASBs) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. These consolidated financial statements of the Group comply with International Financial Reporting Standards (IFRSs) and interpretations adopted by the International Accounting Standards Board (IASB).
The consolidated financial statements were approved by the Board of Directors on 24th August 2021.
(b) Basis of Measurement
The consolidated financial statements have been prepared on the historical cost basis except for the following:
-
financial instruments recognised through profit or loss are measured at fair value; and
-
investment property is measured at fair value.
The methods used to measure fair values are discussed further in Note 4.
(c) Functional and Presentation Currency
These consolidated financial statements are presented in Australian dollars which is the functional currency for the Group. In accordance with ASIC Corporations (Rounding in Financial/ Directors’ Reports) Instrument 2016/191, amounts in the consolidated financial statements and directors’ report have been rounded off to the nearest thousand dollars, unless otherwise stated.
(d) Use of Estimates and Judgements
The preparation of consolidated financial statements in conformity with AASBs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
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 and in any future periods affected.
(i) Assumptions and estimation uncertainties
Information about assumptions made in measuring fair values and estimation uncertainties that have a significant risk of resulting in a material adjustment within the year ending 30 June 2021 are included in the following notes:
-
Note 12 - Valuation of investment property;
-
Note 13 - Property, plant & equipment; and
-
Note 24 - Valuation of financial instruments.
(ii) Measurement of fair values
A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and nonfinancial assets and liabilities.
The Group has an established control framework with respect to the measurement of fair values. This includes the CFO who has
overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values.
Valuations are reported to the Audit Committee at each reporting date.
25
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
2. Basis of Preparation (continued)
(d) Use of Estimates and Judgements (continued)
(ii) Measurement of fair values (continued)
When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
-
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
-
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)
-
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)
If the inputs used to measure the fair value of an asset or a liability might be categorised in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change occurred.
(e) Changes in Accounting Policies
The Group’s accounting policies are consistent with those disclosed in the financial statements for the year ended 30 June 2020.
3. Significant Accounting Policies
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, and have been applied consistently by Group entities.
(a) Basis of Consolidation
(i) Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to or has rights to variable returns from its investment with the entity and has the ability to affect those returns through its power over the entity. The financial statements of Subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group.
(ii) Equity Accounted Investees
Equity accounted investees are those entities over whose activities the Group has joint control, established by contractual agreement and requiring unanimous consent for strategic and operating decisions. Investments in equity accounted investees are accounted for using the equity method (Equity Accounted Investees) and are initially recognised at cost. The consolidated financial statements include the Group’s share of the income and expenses and equity movements of Equity Accounted Investees, after adjustments to align the accounting policies with those of the Group, from the date that the joint control commences until the date the joint control ceases. When the Group’s share of losses exceeds its interest in an Equity Accounted Investee, the carrying amount of that interest is reduced to nil and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the Equity Accounted Investee. Investments in equity accounted investees are carried at the lower of the equity accounted amount and the recoverable amount. Investments in equity accounted investees are treated as current assets where it is expected that the investment will be realised within a twelve month time frame.
(iii) Joint Operations
A joint operation is carried on by each venturer using its own assets in pursuit of the joint operations. The consolidated financial statements include the assets that the Group controls and the liabilities that it incurs in the course of pursuing the joint operation, and the expenses that the Group incurs and its share of the income that it earns from the joint operation.
(iv) Transactions Eliminated on Consolidation
Intra-group balances and transactions, and any unrealised gains and losses or income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with Equity Accounted Investees are eliminated against the investment to the extent of the Group’s interest in the Equity Accounted Investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. Gains and losses are recognised as the contributed assets are consumed or sold by the Equity Accounted Investee or, if not consumed or sold by the Equity Accounted Investee, when the Group’s interest in such entities is disposed.
26
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
3. Significant Accounting Policies (continued)
(b) Financial Instruments
- (i) Non-derivative Financial Instruments
Non-derivative financial assets
Trade and other receivables and debt securities issued are initially recognised when they are originated. All other financial assets (including assets designated at fair value through profit or loss – FVTPL) are initially recognised when the Group becomes a party to the contractual provisions of the instrument.
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:
-
it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
-
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset. Any interest in transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability.
Accounting for finance income and expense is discussed in Note 3(j). Non-derivative financial liabilities
Trade and other payables, commercial bills and subordinated liabilities are initially recognised when they are originated at fair value plus any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortised cost using the effective interest rate method. All other financial liabilities (including liabilities designated at fair value through profit or loss) are initially recognised when the Group becomes a party to the contractual provisions of the instrument.
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire.
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
(ii) Share Capital
Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effects.
Repurchase of share capital
When share capital recognised in equity is repurchased, the amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognised as a deduction from equity.
Dividends
Dividends are recognised as a liability in the period in which they are declared.
(c) Property, Plant and Equipment
(i) Recognition and Measurement
Items of plant and equipment are measured at cost or deemed cost less accumulated depreciation and impairment losses.
Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets include the cost of materials, direct labour, any other costs directly attributable to bringing the asset to a working order for its intended use, the costs of dismantling and removing the items and restoring the site on which they are located, and capitalised borrowing costs (see below).
Items classified as property are measured at fair value. Refer Note 3(c)(iv).
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
27
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
3. Significant Accounting Policies (continued)
(c) Property, Plant and Equipment (continued)
(i) Recognition and Measurement (continued)
Gains on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant & equipment and are recognised net within “Other income” in profit or loss.
Losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant & equipment and are recognised net within “Administrative expenses” in profit or loss.
When revalued assets are sold, the amounts included in the revaluation reserve are transferred to retained earnings.
In respect to borrowing costs relating to qualifying assets, the Group capitalises costs directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of the asset.
(ii) Reclassification to Investment Property
Property that is being constructed for future use as investment property is accounted for as property, plant and equipment until construction or development is complete, at which time it is remeasured to fair value and reclassified as investment property. Any gain or loss arising on remeasurement is recognised in profit or loss.
When the use of a property changes from owner-occupied to investment property, the property is remeasured to fair value and reclassified as investment property. Any loss is recognised in the revaluation reserve to the extent that an amount is included in revaluation reserve for that property, with any remaining loss recognised immediately in profit or loss. Any gain arising on revaluation is recognised in profit or loss to the extent the gain reverses a previous impairment loss on the property, with any remaining gain recognised in a revaluation reserve in equity.
(iii) Subsequent Costs
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be reliably measured. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.
(iv) Revaluation Model for Property
After recognition as an asset, the Group has elected to carry an item of property whose fair value can be reliably measured shall be carried at a revalued amount, being its fair value at the date of the revaluation less any subsequent accumulated impairment losses. Revaluations are made with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using fair value at the end of the reporting period.
If an item of property is revalued, the entire class of property to which that asset belongs shall be revalued. Any gain or loss arising on remeasurement is recognised in other comprehensive income and asset revaluation reserve. Refer Note 4.
(v) Depreciation and Amortisation
Depreciation and amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Assets are depreciated or amortised from the date of acquisition. Land is not depreciated.
The estimated useful lives in the current and comparative periods are as follows:
-
Office property
-
40 years
-
• Office furniture and equipment, fixtures and fittings 5 - 25 years • Plant and equipment 1 - 10 years
Depreciation and amortisation rates and methods are reviewed at each reporting date. When changes are made, adjustments are reflected prospectively in the current and future periods only.
(d) Investment Property
Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, used in the production or supply of goods and services or for administrative purposes. Investment property is measured at fair value (see Note 4) with any change therein recognised in profit or loss.
Cost includes expenditure that is directly attributable to the acquisition of the investment property. The self-constructed investment property transferred from inventory are recognised at fair value.
When the use of a property changes such that it is reclassified as property, plant or equipment, its fair value at the date of reclassification becomes its cost for subsequent accounting.
28
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
3. Significant Accounting Policies (continued)
(e) Inventories
Inventories and work in progress, including land held for resale, are stated at the lower of cost and net realisable value.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
Cost includes the cost of acquisition, development costs, holding costs and directly attributable interest on borrowed funds where the development is a qualifying asset. Capitalisation of borrowing costs is ceased during extended periods in which active development is interrupted. When a development is completed and ceases to be a qualifying asset, borrowing costs and other costs are expensed as incurred.
Current and Non-current Inventory Assets
Inventory is classified as current when it satisfies any of the following criteria:
-
it is expected to be realised in, or is intended for sale or consumption in, the entity’s normal operating cycle;
-
it is held primarily for the purpose of being traded; or
-
it is expected to be realised within twelve months of the reporting date.
All other inventory is treated as non-current.
(f) Impairment
(i) Financial Assets
Under the expected credit losses (ECL) model in accordance with AASB 9 Financial Instrument, the Group calculates the allowance for credit losses by considering on a discounted basis the cash shortfalls it would incur in various default scenarios for prescribed future periods and multiplying the shortfalls by the probability of each scenario occurring. The allowance is the sum of these probabilityweighted outcomes.
At each reporting period, the Group assess whether the credit risk on a financial instrument has increased significantly since initial recognition, by analysing reasonable and supportable information that is available without undue cost or effort about past events, current conditions and forecasts of future economic conditions.
Except for purchased or originated credit-impaired financial assets, trade receivables, AASB 15 contract assets and lease receivables, at each reporting date:
-
the Group measures the loss allowance for a financial instrument at an amount equal to the ‘lifetime expected credit losses’ if the credit risk on that financial instrument has increased significantly since initial recognition; and
-
if the credit risk on a financial instrument has not increased significantly since initial recognition, the Group measure the loss allowance for that financial instrument at an amount equal to ‘12 month expected credit loss’.
The allowance and any changes in the expected credit loss are recognised as impairment gain and losses in profit or loss.
(ii) Non-financial Assets
The carrying amounts of the Group’s non-financial assets other than investment property, inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists then the asset’s recoverable amount is estimated.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash flow from continuing use that are largely independent of the cash flows of other assets or groups of assets (the “cash generating unit”).
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in profit or loss.
Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
29
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
3. Significant Accounting Policies (continued)
(g) Employee Benefits
(i) Superannuation Contributions
Obligations for contributions to superannuation funds are recognised as an expense in profit or loss.
(ii) Long-term Employee Benefits
The Group’s obligation in respect of long-term service benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods plus related on costs; that benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The discount rate is the yield at the reporting date on AA credit-rated or government bonds that have maturity dates approximating the terms of the Group’s obligations. The calculation is performed using the projected unit credit method. Any actuarial gains or losses are recognised in profit or loss in the period in which they arise.
(iii) Termination Benefits
Termination benefits are recognised as an expense when the Group is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary redundancies are recognised as an expense if the Group has made an offer encouraging voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be reliably estimated.
(iv) Short-term Employee Benefits
Short term employee benefits are measured on an undiscounted basis and are expensed as the related service is provided.
A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be recognised reliably.
(v) Share-based Payment Transactions
At the grant date, fair value of options granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period in which the employees become unconditionally entitled to the options. The amount recognised is adjusted to reflect the actual number of share options that vest, except for those that fail to vest due to market conditions not being met.
(h) Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be reliably estimated, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.
(i) Revenue
Under AASB 15, Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control over a product or service to a customer.
(i) Property Sales
Revenue from property sales include:
-
Sale of residential and commercial property;
-
Development costs fees which represent the fees charged to recoup project development costs from the Land Owners; and
-
Profit Share fees which represent percentage profit sharing revenue based on net project profit.
Revenue is recognised when control of the assets is transferred and the amount of revenue is measured based on the contracted amount. The timing of transfer of control vary depending on the individual terms of the contract of sale.
For projects with an external landowner when the Group is engaged as a property developer of the land, the Group is deemed to be acting as the principal in the transaction and as such, property sales revenue and cost of sale are grossed up by the land cost base.
30
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
3. Significant Accounting Policies (continued)
-
(i) Revenue (continued)
-
(i) Property Sales (continued)
The cost of sales allocated to individual units is based on the estimated overall selling price for the project and is updated at each reporting date.
(ii) Supervision Fees
Supervision fees represents the management fees charged to the Equity Accounted Investees. Revenue is recognised in profit or loss in proportion to the stage of project completion which is by reference to an assessment of the costs incurred and the costs to be incurred. Revenue is measured based on the contracted amount and constrained to the amount that is highly probable.
(iii) Management Fee
Management fees represents the management fee charged to the Equity Accounted Investees shareholders. Revenue is recognised in profit or loss at project completion and is measured based on the contracted amount and constrained to the amount that is highly probable.
(iv) Rental Income
Rental income from investment property is recognised in profit or loss on a straight-line basis over the term of the lease in accordance with AASB 117. Lease incentives granted are recognised as an integral part of the total rental income, over the term of the lease.
(j) Finance Income and Finance Costs
Finance income comprises interest income on funds invested (including available-for-sale financial assets), interest on loans to Equity Accounted Investees, dividend income, gains on the disposal of available-for-sale assets, changes in the fair value of financial assets at fair value through profit or loss, and gains on hedging instruments that are recognised in profit or loss. Interest income is recognised as it accrues in profit or loss, using the effective interest method. Dividend income is recognised in profit or loss on the date that the Group’s right to receive payment is established, which in the case of quoted securities is the ex-dividend date.
Finance costs comprise interest expense on borrowings, changes in fair value of financial assets at fair value through profit or loss, impairment losses recognised on financial assets, and losses on hedging instruments that are recognised in profit or loss. Borrowing costs that are not directly attributable to the acquisition or production of a qualifying asset are recognised in profit or loss using the effective interest method.
(k) Income Tax
Income tax expense comprises current and deferred tax. Current and deferred tax are recognised in profit or loss except to the extent that it relates to items recognised directly in equity or in other comprehensive income.
Current tax is the expected tax payable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and equity accounted investees to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognised for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Additional income tax expenses that arise from the distribution of dividends are recognised at the same time as the liability to pay the related dividend is recognised. The Group does not distribute non-cash assets as dividends to its shareholders.
31
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
3. Significant Accounting Policies (continued)
(l) Goods and Services Tax
Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO). In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the expense.
Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the balance sheet.
Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows.
(m) Earnings per Share
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which comprise share options granted to employees.
(n) Segment Reporting
Determination and Presentation of Operating Segments
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. An operating segment’s operating results are regularly reviewed by the Chief Operating Decision Maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete information is available.
Segment results that are reported to the CODM include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets (primarily the Group’s headquarters), head office expenses, and income tax assets and liabilities.
Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment, and intangible assets other than goodwill.
(o) New Standards and Interpretations
A number of new standards are effective for annual periods beginning after 1 July 2021 and earlier application is permitted; however, the Group has not early adopted the new or amended standards in preparing these consolidated financial statements.
The potential impact of the new standards, amendments to standards and interpretations has been considered and they are not expected to have a significant impact on the financial statement.
4. Determination of Fair Values
A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and nonfinancial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. Where applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
(a) Investment Property and Property carried at fair value
An external, independent valuation company, having appropriately recognised professional qualifications and recent experience in the location and category of the property being valued, values the Group’s investment property portfolio and property no less than once every three years. The fair values are based on market values, being the estimated amount for which a property could be exchanged on the date of the valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably and willingly.
In the absence of current prices in an active market, the valuations are prepared by considering the aggregate of the estimated cash flows expected to be received from renting out the property. A yield that reflects the specific risks inherent in the net cash flows is then applied to the net annual cash flows to arrive at the property valuation.
32
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
4. Determination of Fair Values (continued)
- (a) Investment Property and Property carried at fair value (continued)
Valuations reflect, where appropriate: the type of tenants actually in occupation or responsible for meeting lease commitments or likely to be in occupation after letting vacant accommodation, the allocation of maintenance and insurance responsibilities between the Group and the lessee, and the remaining economic life of the property. When rent reviews or lease renewals are pending with anticipated reversionary increases, it is assumed that all notices and where appropriate counter-notices, have been served validly and within the appropriate time.
Properties that have not been independently valued as at the balance sheet date are carried at fair value by way of directors valuation.
(b) Trade and Other Receivables
The fair value of trade and receivables, excluding construction work in progress, is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date. This fair value is determined for disclosure purposes.
(c) Share-based Payment Transactions
The fair value of employee stock options is measured using the Black-Scholes (or similar) option-pricing model. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments (based on historical experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds). Service and non-market performance conditions attached to the transactions are not taken into account in determining fair value.
(d) Financial Guarantees
For financial guarantee contracts liabilities, the fair value at initial recognition is determined using a probability weighted discounted cash flow approach. This method takes into account the probability of default by the guaranteed party over the term of the contract, the loss given default (being the proportion of the exposure that is not expected to be recovered in the event of default) and exposure at default (being the maximum loss at the time of default).
5. Financial Risk Management
Overview
The Group has exposure to the following risks from their use of financial instruments:
-
credit risk
-
liquidity risk
-
market risk
This note presents information about the Group’s exposure to each of the above risks, their objectives, policies and processes for measuring and managing risk, and the management of capital. Further quantitative disclosures are included throughout these consolidated financial statements.
Risk Management Framework
The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. The Board is responsible for developing and monitoring risk management policies.
Risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.
The Group Audit Committee oversees how management monitors compliance with the Group’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group.
Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers and investment securities.
33
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
5. Financial Risk Management (continued)
Trade and Other Receivables
The nature of the Group’s business means that most sales contracts occur on a pre-sales basis, before significant expenditure has been incurred on the development. All pre-sale contracts require a deposit at the point of entering into the contract, these funds being held in trust independently of the Group. Generally, pre-sale contracts are executed on an unconditional basis. Possession of a development property does not generally pass until such time as the financial settlement of the property has been completed, and title to a development property does not pass until the financial settlement of the property has been completed. Where possession of the development property is granted prior to settlement, title to the property remains with the Group until financial settlement of the property has been completed.
The demographics of the Group’s customer base has little or no influence on credit risk. Approximately 4.80% (2020: 2.31%) of the Group’s revenue is attributable to multiple sales transactions with single customers.
The Board of Directors has established a credit policy which undertakes an analysis of each sale. Purchase limits are established on customers, with these purchase limits being reviewed on each property development.
The Group’s trade and other receivables relate mainly to the Group’s loans to Equity Accounted Investees (within which the Group holds no more than a 50% interest) and Goods and Services Tax refunds due from the Australian Taxation Office. The loans to Equity Accounted Investees are repaid from proceeds on settlement and bear interest at BBSY plus agreed margin.
The Group has not established an allowance for impairment, as no losses are expected to be incurred in respect of trade and other receivables.
Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.
The Group uses project by project costing to cost its products and services, which assists it in monitoring cash flow requirements and optimising its cash return on investments. Typically the Group ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 60 days, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.
Market Risk
Market risk is the risk that changes in market prices, such as interest rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, whilst optimising the return.
Interest Rate Risk
The Group continuously reviews its exposure to changes in interest rates and where it is considered prudent will enter into borrowings on a fixed rate basis.
Capital Management
The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board of Directors monitors the return on capital, which the Group defines as total comprehensive income attributable to the group divided by total shareholders’ equity, excluding non-controlling interests. The Board of Directors also monitors the level of dividends to shareholders.
The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position. The Group’s target is to achieve a return on assets of between 6.00% and 8.00%; for the year ended 30 June 2021 the return was 3.51% (2020: 3.39%). In comparison the weighted average interest expense on interest-bearing borrowings (excluding liabilities with imputed interest) was 0.43% (2020: 1.74%).
34
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
5. Financial Risk Management (continued)
Capital Management (continued)
The Group’s debt-to-capital ratio at the end of the financial year was as follows:
| The Group’s debt-to-capital ratio at the end of the fnancial year was as follows: | ||
|---|---|---|
| Note 2021 $’000 2020 $’000 Interest-bearing debt 21 62,135 42,854 Market Capitalisation as at 30 June 231,305 190,486 |
2021 $’000 |
2020 $’000 |
| Total Capital 293,440 233,340 |
||
| Debt-to-capital ratio at 30 June 21% 18% |
From time to time the Company purchases its own shares on the market; the timing of these purchases depends on market prices and availability of unallocated company cash resources where not required for core business activity. Shares purchased are cancelled from issued capital on purchase. The intention of the Board of Directors in undertaking such purchases is to enhance the capital return to the shareholders of the Company. Buy decisions are made on a specific transaction basis by the Board of Directors.
In accordance with Rule 13 of the Company’s Dividend Reinvestment Plan (DRP), the Directors have elected to suspend the DRP in the 2021 financial year until further notice. As such the DRP will not be active for the above mentioned dividend.
6. Operating Segments
The Group operates predominantly in the property development sector and has identified 4 reportable segments, as described below, which are the Group’s three strategic business units, as well as the Corporate office. The strategic business units offer different products, and are managed separately because they require different technology, marketing strategies and have different types of customers. For each of the strategic business units, the Chief Operating Decision Maker (CODM) reviews internal management reports on a regular basis. The following describes the operations in each of the Group’s reportable segments:
-
Residential apartment development in Western Australia;
-
Commercial office/retail development in Western Australia;
-
Rental of property in Western Australia; and
-
Corporate costs includes supervision fees, management fees and net assets attributable to the corporate office.
35
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
6. Operating Segments (continued)
| Information about Reportable Segments For the Year ended 30 June 2021 Residential Apartment Development $’000 Commercial Offce/Retail Development $’000 Rental of Property $’000 Corporate $’000 Total $’000 External Revenues - Company and Subsidiaries 90,961 2,328 7,871 2,234 103,394 External Revenues - EquityAccounted Investees 17,618 - - - 17,618 |
Commercial Offce/Retail Development $’000 |
Rental of Property $’000 |
Corporate $’000 |
Total $’000 |
|---|---|---|---|---|
| External Revenues - Total 108,579 2,328 7,871 2,234 121,012 |
||||
| Reportable Segment Proft before Income Tax - Company and Subsidiaries 8,205 (436) 2,967 5,501 16,237 Reportable Segment Proft before Income Tax - Equity Accounted Investees 1,366 - - (28) 1,338 |
||||
| Reportable Segment Proft before Income Tax - Total 9,571 (436) 2,967 5,473 17,575 |
||||
| Reportable Segment Assets - Company and Subsidiaries 132,813 16,473 98,868 25,017 273,171 Reportable Segment Assets - Equity Accounted Investees 22,673 2,044 - - 24,717 Reportable Segment Liabilities - Company and Subsidiaries 49,449 241 43,355 1,341 94,386 Reportable Segment Liabilities - Equity Accounted Investees 18,523 53 - 1 18,577 Capital Expenditure - - - 27 27 For the Year ended 30 June 2020* External Revenues - Company and Subsidiaries 136,630 10,458 7,127 370 154,585 External Revenues - EquityAccounted Investees 4,171 - 16 - 4,187 |
||||
| External Revenues - Total 140,801 10,458 7,143 370 158,772 |
||||
| Reportable Segment Proft before Income Tax - Company and Subsidiaries 7,241 (3,811) 2,202 4,573 10,205 Reportable Segment Proft before Income Tax - Equity Accounted Investees (24) 4 10 (27) (37) |
||||
| Reportable Segment Proft before Income Tax - Total 7,217 (3,807) 2,212 4,546 10,168 |
||||
| Reportable Segment Assets - Company and Subsidiaries 145,852 17,701 98,285 23,369 285,207 Reportable Segment Assets - Equity Accounted Investees 18,012 2,016 - - 20,028 Reportable Segment Liabilities - Company and Subsidiaries 51,653 1,959 36,108 846 90,566 Reportable Segment Liabilities - Equity Accounted Investees* 11,195 44 - 1 11,240 Capital Expenditure - - - 87 87 |
- Excludes Liabilities payable to Finbar Group.
The Group’s share of revenues from equity accounted investees are reported in this table as they are managed by Finbar and reported to the CODM. Revenues from equity accounted investees are not reported in the statement of profit or loss and other comprehensive income.
36
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
6. Operating Segments (continued)
| Reconciliation of Reportable Segment Revenues, Proft or Loss, Assets and Liabilities 2021 $’000 |
2020 $’000 |
|---|---|
| Revenues Total revenue for development reportable segments 93,289 |
147,089 |
| Total revenue for rental segments 7,871 |
7,127 |
| Total revenue for other reportable segments 2,234 |
369 |
| Consolidated Revenue 103,394 |
154,585 |
| Total revenue for development reportable segments - Equity Accounted Investees 17,618 |
4,171 |
| Total revenue for rental segments - EquityAccounted Investees - |
16 |
| Total Reportable Segments Revenue 121,012 |
158,772 |
| Proft or Loss Total proft or loss for reportable segments 17,575 |
10,168 |
| Finance income - Company and Subsidiaries 858 |
970 |
| Finance costs - Company and Subsidiaries (52) |
(332) |
| Unallocated amounts: Administrative expenses (7,796) |
(7,159) |
| Revaluation of investment property 1,534 |
6,203 |
| Revaluation of property, plant and equipment 196 |
627 |
| Gain on disposal of investment properties 129 |
- |
| Income tax applicable to share ofproft of EquityAccounted Investees (401) |
11 |
| Consolidated Proft before Income Tax 12,043 |
10,488 |
| Assets Total assets for reportable segments 273,171 |
285,207 |
| Cash and cash equivalents 52,599 |
30,591 |
| Investments in Equity Accounted Investees 2,374 |
2,113 |
| Other assets** 15,294 |
19,890 |
| Consolidated Total Assets 343,438 |
337,801 |
| Liabilities Total liabilities for reportable segments 94,386 |
90,566 |
| Other liabilities 6,411 |
5,295 |
| Consolidated Total Liabilities 100,797 |
95,861 |
** Includes receivables due to Finbar Group Limited from Equity Accounted Investees.
Geographical information
The Group operates predominantly in the one geographical segment of Western Australia.
37
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Year Ended 30 June 2021 |
|
|---|---|
| 2020 7. Revenue 2021 $’000 |
2020 $’000 |
| Property development sales 93,289 145,410 Rental income 7,871 7,127 Supervision fees 805 91 Gain on transfer to investmentproperty - 1,679 |
|
| Total Revenue 101,965 154,307 |
|
| 8. Other Income X X |
|
| Administration fees 52 60 Management fees 850 217 Other 527 1 |
|
| Total Other Income 1,429 278 |
|
| 9. Personnel Expenses X X |
|
| Wages and salaries 4,781 4,029 Superannuation contributions 322 260 Increase in liability for annual leave 36 26 Increase/(decrease) in liability for long service leave 57 (10) Directors and committee fees 199 212 Non Executive Directors - superannuation contributions 6 6 |
|
| Total Personnel Expenses 5,401 4,523 |
|
| Personnel expenses are included in administrative expenses on the Consolidated Statement of Proft or Loss and Other Comprehensive Income for the year ended 30 June 2021. 10. Finance Income and Finance Costs X X |
|
| Recognised in Proft or Loss Interest income on loans to Equity Accounted Investees 532 319 Interest income on loans 291 482 Interest income on bank deposits 15 109 Interest income onpropertysettlements 20 60 |
|
| Total Finance Income 858 970 |
|
| Interest expense 45 326 Bank charges 7 6 |
|
| Total Finance Costs 52 332 |
|
| Net Finance Income 806 638 |
38
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Year Ended 30 June 2021 |
||
|---|---|---|
| 11. Income Tax Expense | 2021 $’000 |
2020 $’000 |
| Recognised in Income Statement Current Tax Expense Current year Income tax recognised directly to equity (Reversal)/write off of previously recognised tax assets Non-recoverable amounts Deferred Tax Expense Movement Origination and reversal of temporary differences Income Tax Expense excluding share of Income Tax on Equity Accounted Investees Income tax relatingto components of other comprehensive income |
2,962 1,801 58 58 (140) 281 2 426 |
|
| 2,882 2,566 |
||
| 314 1,298 |
||
| 314 1,298 |
||
| 3,196 3,864 7 191 |
||
| Total Income Tax Expense excludingshare of Income Tax on EquityAccounted Investees | 3,203 4,055 |
|
| Numerical Reconciliation between Tax Expense and Pre-tax Net Proft Proft for the year Total income tax expense |
8,847 6,624 3,196 3,864 |
|
| Proft before Income Tax | 12,043 10,488 |
|
| Income tax using the domestic rate of 30% (2020: 30%) Increase in income tax expense due to: Non-deductible expenses Non-recoverable amounts (Reversal)/write off of previously recognised tax assets (Decrease)/increase in income tax expense due to: Tax effect of share of equityaccounted investees (proft)/loss |
3,613 3,147 2 2 2 426 (140) 281 (281) 8 |
|
| Total Income Tax Expense | 3,196 3,864 |
|
| Made up of: Income Tax Expense excluding share of Income Tax on Equity Accounted Investees Income tax relating to components of other comprehensive income Income Tax Recognised Directly in Equity Decrease in income tax expense due to: Tax incentives not recognised in income statement |
3,196 3,864 7 191 |
|
| 3,203 4,055 |
||
| (58) (58) |
||
| Total Income Tax Recognised Directlyin Equity | (58) (58) |
39
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Year Ended 30 June 2021 |
|
|---|---|
| 12. Investment Property 2021 $’000 |
2020 $’000 |
| 12a Reconciliation of Carrying Amount Balance at 1 July 97,331 85,307 Sale of Investment Property (940) - Acquisition of Investment Property - 5,821 Change in fair value 1,534 6,203 |
|
| Balance at 30 June 97,925 97,331 |
Investment property comprises commercial properties at five developments and residential properties at two developments which are leased to third parties (see Note 25).
The increase in the revaluation was as a result of an extension of the weighted average lease term from prior year, offset by COVID-19 impacts.
12b Measurement of fair values
(i) Fair Value Hierarchy
The fair value of investment property was determined by external, independent property valuers, having appropriate recognised professional qualifications and recent experience in the location and category of the property being valued or by director’s valuation.
In accordance with the Company’s policy, independent valuations were undertaken in December 2020 on existing properties, Pelago in Karratha and Fairlanes in East Perth and in June 2021 for Aurelia in South Perth. At June reporting period the Directors confirm that there is no change to the valuations undertaken in December 2020.
The fair value assessment of the Company as at the reporting date includes the best estimate of the impacts of COVID-19 pandemic using information available at the time of preparation of the financial statements and appropriate forward looking assumptions.
The fair value measurement for investment property of $97,925,000 has been categorised as a Level 3 fair value based on the inputs to the valuation technique used (see Note 2(d)).
(ii) Level 3 Fair Value
Note 12a shows a reconciliation from the opening balances to the closing balances for Level 3 fair values.
(iii) Valuation technique and significant unobservable inputs
The following table shows the valuation technique used in measuring the fair value of investment property, as well as the significant unobservable inputs used.
==> picture [531 x 44] intentionally omitted <==
----- Start of picture text -----
Inter-relationship between key
Valuation Technique Significant unobservable inputs unobservable inputs and fair value
measurement
----- End of picture text -----
| Valuation Technique | Signifcant unobservable inputs | Inter-relationship between key unobservable inputs and fair value measurement |
|---|---|---|
| _Discounted cash flows:_The valuation model considers the present value of net cash fows able to be generated from the property taking into account expected rental growth rate, void periods, occupancy rate, lease incentive costs, such as rent-free periods and other costs not paid by tenants. The expected net cash fows are discounted using risk-adjusted discount rates. Among other factors, the discount rate estimation considers the quality of a building and its location (prime vs secondary), tenant credit quality and lease terms. |
Expected market rental growth 0.00% - 5.00%; Weighted average 2.86%; Void periods (average 7.8 months after the end of each lease); Occupancy rate 84%; Risk-adjusted discounted rates (weighted average 7.75%). |
The estimated fair value would increase (decrease) if: Expected market rental growth were higher (lower); Void periods were shorter (longer); Occupancy rate were higher (lower); Rent-free periods were shorter (longer); or Risk-adjusted discount rate were lower (higher). |
40
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
12. Investment Property (continued)
12b Measurement of fair values (continued)
(iii) Valuation technique and significant unobservable inputs (continued)
==> picture [531 x 197] intentionally omitted <==
----- Start of picture text -----
Inter-relationship between key
Valuation Technique Significant unobservable inputs unobservable inputs and fair value
measurement
Capitalisation of income valuation: The Adopted capitalisation rate The estimated fair value would
capitalisation of income valuation method 7.25% - 10.00%; increase (decrease) if:
capitalises the current rent received, at
Gross rent per annum Adopted capitalisation rate were
a rate analysed from the most recent
$450 - $650 per sqm; higher (lower);
transactions of comparable property
investments. The capitalisation rate used Occupancy rate 61% - 99%; and Gross rent per annum were higher
varies across properties. Valuations reflect, (lower);
where appropriate, lease term remaining, Rent free period 28.5 months
the relationship of current rent to the market Occupancy rate were higher (lower);
rent, location and prevailing investment or
market conditions.
Lease term remaining were longer
(shorter).
----- End of picture text -----
13. Property, Plant and Equipment
| 13. Property,Plant and Equipment | |||||
|---|---|---|---|---|---|
| Property $’000 Cost or Valuation |
Offce Furniture and Equipment $’000 |
Plant and Equipment $’000 |
Fixtures and Fittings $’000 |
Total $’000 |
|
| Balance at 1 July 2019 6,150 816 10,090 91 17,147 Additions - 87 - - 87 Change in fair value 1,091 - - - 1,091 Disposals - - (2,407) - (2,407) |
|||||
| Balance at 30 June 2020 7,241 903 7,683 91 15,918 |
|||||
| Balance at 1 July 2020 7,241 903 7,683 91 15,918 Additions - 70 - - 70 Change in fair value 47 - - - 47 Disposals - - - - - |
|||||
| Balance at 30 June 2021 7,288 973 7,683 91 16,035 |
|||||
| Depreciation Balance at 1 July 2019 - 598 6,848 72 7,518 Disposals - - (1,762) - (1,762) Revaluation (171) - - - (171) Depreciation and amortisation charge for theyear 171 107 655 4 937 |
|||||
| Balance at 30 June 2020 - 705 5,741 76 6,522 |
|||||
| Balance at 1 July 2020 - 705 5,741 76 6,522 Disposals - - - - - Revaluation (172) - - - (172) Depreciation and amortisation charge for theyear 172 61 231 3 467 |
|||||
| Balance at 30 June 2021 - 766 5,972 79 6,817 |
41
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
- Property, Plant and Equipment (continued)
==> picture [533 x 140] intentionally omitted <==
----- Start of picture text -----
|||||||
|---|---|---|---|---|---|
|Office|Fixtures|
|Furniture and|Plant and|and|
|Property|Equipment|Equipment|Fittings|Total|
|$’000|$’000|$’000|$’000|$’000|
|Carrying Amounts|
|At 1 July 2019|6,150|218|3,242|19|9,629|
|At 30 June 2020|7,241|198|1,942|15|9,396|
|At 1 July 2020|7,241|198|1,942|15|9,396|
|At 30 June 2021|7,288|207|1,711|12|9,218|
----- End of picture text -----
For each revalued class the carrying amount that would have been recognised had the assets been carried on historical cost basis are as follows:
==> picture [533 x 93] intentionally omitted <==
----- Start of picture text -----
|||
|---|---|
|Property|
|$’000|
|Revalued assets at deemed cost|
|Cost|6,871|
|Less accumulated depreciation|(1,575)|
|Net book value at 30 June 2021|5,296|
----- End of picture text -----
Measurement of fair values
(i) Fair Value Hierarchy
The fair value of property was determined by external, independent property valuers, having appropriate recognised professional qualifications and recent experience in the location and category of the property being valued or by director’s valuation.
In accordance with the Company’s policy, independent valuations were undertaken in December 2020 on existing properties, Pelago in Karratha and Fairlanes in East Perth. At June reporting period the Directors confirm that there is no change to the valuations undertaken in December 2020.
The fair value assessment of the Company as at the reporting date includes the best estimate of the impacts of COVID-19 pandemic using information available at the time of preparation of the financial statements and appropriate forward looking assumptions.
The fair value measurement for property of $7,288,000 has been categorised as a Level 3 fair value based on the inputs to the valuation technique used (see Note 2(d)).
(ii) Level 3 Fair Value
The following table shows a reconciliation from the opening balances to the closing balances for Level 3 fair values.
==> picture [533 x 109] intentionally omitted <==
----- Start of picture text -----
||||
|---|---|---|
|2021|2020|
|$’000|$’000|
|Balance at 1 July|7,241|6,150|
|Revaluation increase included in ‘profit or loss’|196|627|
|Revaluation increase included in ‘other comprehensive income’|23|635|
|Depreciation|(172)|(171)|
|Balance at 30 June|7,288|7,241|
----- End of picture text -----
42
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
13. Property, Plant and Equipment (continued)
Measurement of fair values (continued)
(iii) Valuation technique and significant unobservable inputs
The following table shows the valuation technique used in measuring the fair value of investment property, as well as the significant unobservable inputs used.
==> picture [531 x 339] intentionally omitted <==
----- Start of picture text -----
Inter-relationship between key
Valuation Technique Significant unobservable inputs unobservable inputs and fair value
measurement
Discounted cash flows: The valuation Expected market rental growth The estimated fair value would
model considers the present value of net 0.00% - 5.00%; increase (decrease) if:
cash flows able to be generated from the
Weighted average 2.86%; Expected market rental growth were
property taking into account expected rental
higher (lower);
growth rate, void periods, occupancy rate, Void periods (average 7.8 months after
lease incentive costs, such as rent-free the end of each lease); Void periods were shorter (longer);
periods and other costs not paid by tenants.
The expected net cash flows are discounted Occupancy rate 84%; Occupancy rate were higher (lower);
using risk-adjusted discount rates. Among
Risk-adjusted discounted rates Rent-free periods were shorter
other factors, the discount rate estimation
(weighted average 7.75%). (longer); or
considers the quality of a building and its
location (prime vs secondary), tenant credit Risk-adjusted discount rate were
quality and lease terms. lower (higher).
Capitalisation of income valuation: The Adopted capitalisation rate The estimated fair value would
capitalisation of income valuation method 7.25% - 10.00%; increase (decrease) if:
capitalises the current rent received, at
Gross rent per annum Adopted capitalisation rate were
a rate analysed from the most recent
$450 - $650 per sqm; higher (lower);
transactions of comparable property
investments. The capitalisation rate used Occupancy rate 61% - 99%; and Gross rent per annum were higher
varies across properties. Valuations (lower);
reflect, where appropriate, lease term Rent free period 28.5 months
remaining, the relationship of current rent Occupancy rate were higher (lower);
to the market rent, location and prevailing or
investment market conditions.
Lease term remaining were longer
(shorter).
----- End of picture text -----
14.Investments in Equity Accounted Investees
Equity Accounted Investees
The Group accounts for investments in Equity Accounted Investees using the equity method.
The Group has the following investments in Equity Accounted Investees (all stated at 100% of the values):
| Equity Accounted Investees Assets 2020 |
Ownership | Current Assets $’000 |
Non- current Assets $’000 |
Total Assets $’000 |
|---|---|---|---|---|
| 240 Adelaide Terrace Pty Ltd 50.00% 647 Murray Street Pty Ltd 50.00% Axis Linkit Pty Ltd 50.00% Finbar Sub 5050 Pty Ltd 50.00% Lot 1001 - 1003 Rowe Avenue Pty Ltd 50.00% Rowe Avenue Pty Ltd 50.00% Roydhouse Street Subiaco Pty Ltd 50.00% |
3 7,239 7,242 1,649 - 1,649 - - - - 1 1 543 28,321 28,864 10 4,094 4,104 2 - 2 |
|||
| 2,207 39,655 41,862 |
43
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
==> picture [531 x 196] intentionally omitted <==
----- Start of picture text -----
14.Investments in Equity Accounted Investees (continued)
Non-
Equity Accounted Investees Liabilities Current current Total
Ownership
2020 Liabilities Liabilities Liabilities
$’000 $’000 $’000
240 Adelaide Terrace Pty Ltd 50.00% 17 7,226 7,243
647 Murray Street Pty Ltd 50.00% 141 19 160
Axis Linkit Pty Ltd 50.00% - 1 1
Finbar Sub 5050 Pty Ltd 50.00% - 4 4
Lot 1001 - 1003 Rowe Avenue Pty Ltd 50.00% 1,654 28,033 29,687
Rowe Avenue Pty Ltd 50.00% 17 522 539
Roydhouse Street Subiaco Pty Ltd 50.00% 1 - 1
1,830 35,805 37,635
----- End of picture text -----
| Equity Accounted Investees Assets 2021 |
Ownership | Current Assets $’000 |
Non- current Assets $’000 |
Total Assets $’000 |
|---|---|---|---|---|
| Finbar Sub 107 Pty Ltd* 50.00% 240 Adelaide Terrace Pty Ltd 50.00% 647 Murray Street Pty Ltd 50.00% Axis Linkit Pty Ltd 50.00% Finbar Sub 5050 Pty Ltd 50.00% Lot 1001 - 1003 Rowe Avenue Pty Ltd 50.00% Rowe Avenue Pty Ltd 50.00% Roydhouse Street Subiaco Pty Ltd 50.00% |
350 17,495 17,845 |
|||
| 563 17,099 17,662 |
||||
| 155 - 155 |
||||
| - - - |
||||
| - 1 1 |
||||
| 5,515 6,426 11,941 |
||||
| 1 4,169 4,170 |
||||
| - - - |
||||
| 6,584 45,190 51,774 |
| Equity Accounted Investees Liabilities 2021 |
Ownership | Current Liabilities $’000 |
Non- current Liabilities $’000 |
Total Liabilities $’000 |
|---|---|---|---|---|
| Finbar Sub 107 Pty Ltd* 50.00% 240 Adelaide Terrace Pty Ltd 50.00% 647 Murray Street Pty Ltd 50.00% Axis Linkit Pty Ltd 50.00% Finbar Sub 5050 Pty Ltd 50.00% Lot 1001 - 1003 Rowe Avenue Pty Ltd 50.00% Rowe Avenue Pty Ltd 50.00% Roydhouse Street Subiaco Pty Ltd 50.00% |
12 17,836 17,848 |
|||
| 2,294 15,790 18,084 |
||||
| (5) - (5) |
||||
| - 2 2 |
||||
| - 5 5 |
||||
| 355 10,127 10,482 |
||||
| - 611 611 |
||||
| - - - |
||||
| 2,656 44,371 47,027 |
44
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
14.Investments in Equity Accounted Investees (continued)
==> picture [532 x 363] intentionally omitted <==
----- Start of picture text -----
Profit/
(Loss)
Profit/(Loss) Before Income Tax Recognised from Equity Accounted Investees
Ownership before
2020
Revenues Expenses income tax
$’000 $’000 $’000
240 Adelaide Terrace Pty Ltd 50.00% - 1 (1)
647 Murray Street Pty Ltd 50.00% 8,342 7,809 533
Finbar Sub 5050 Pty Ltd 50.00% - 1 (1)
Lot 1001-1003 Rowe Avenue Pty Ltd 50.00% - 369 (369)
Rowe Avenue Pty Ltd 50.00% - (3) 3
Roydhouse Street Subiaco Pty Ltd 50.00% 8 3 5
8,350 8,180 170
Profit/
(Loss)
Profit/(Loss) Before Income Tax Recognised from Equity Accounted Investees
Ownership before
2021
Revenues Expenses income tax
$’000 $’000 $’000
Finbar Sub 107 Pty Ltd 50.00% - 3 (3)
240 Adelaide Terrace Pty Ltd 50.00% - 602 (602)
647 Murray Street Pty Ltd 50.00% 681 652 29
Finbar Sub 5050 Pty Ltd 50.00% - 1 (1)
Lot 1001 - 1003 Rowe Avenue Pty Ltd 50.00% 34,568 31,307 3,261
Rowe Avenue Pty Ltd 50.00% - 7 (7)
Roydhouse Street Subiaco Pty Ltd 50.00% - - -
35,249 32,572 2,677
----- End of picture text -----*
- Finbar Sub 107 Pty Ltd was a fully owned subsidiary as at 30 June 2020. Refer to Note 29. In October 2020, the Group entered into a joint venture with Ventrade Australia Pty Ltd to acquire Lot 101 Hay Street, East Perth.
15.Tax Assets and Liabilities
The current tax liability for the Group of $1,454,000 (2020: $1,116,000) represents the amount of income taxes payable in respect of current and prior periods.
Recognised Deferred Tax Assets and Liabilities
Deferred tax assets and liabilities are attributable to the following:
| current and prior periods. Recognised Deferred Tax Assets and Liabilities Deferred tax assets and liabilities are attributable to the following: |
current and prior periods. Recognised Deferred Tax Assets and Liabilities Deferred tax assets and liabilities are attributable to the following: |
||
|---|---|---|---|
| Assets | Liabilities | ||
| 2021 $’000 |
2020 $’000 |
2021 $’000 |
2020 $’000 |
| Inventories (1,131) Interest bearing loans and borrowings 31 Revaluation of investment property 1,654 Other items 2,008 Tax value of carry-forward losses recognised 6,217 |
(1,164) 30 2,065 859 7,248 |
(9,347) - (481) 2,811 - |
(9,902) - (504) 3,502 - |
| Tax assets/(liabilities) 8,779 Set off of tax (2,060) |
9,038 (2,725) |
(7,017) 2,060 |
(6,904) 2,725 |
| Net Tax 6,719 |
6,313 | (4,957) | (4,179) |
45
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Year Ended 30 June 2021 |
|
|---|---|
| 16. Inventories 2021 $’000 |
2020 $’000 |
| Current Work in progress 24,000 - Completed stock 33,736 58,803 |
|
| Total Current Inventories 57,736 58,803 |
|
| Non Current Work in progress 78,246 50,651 Completed stock 3,859 45,147 |
|
| Total Non Current Inventories 82,105 95,798 |
|
| 17.Trade and Other Receivables x x |
|
| Current Trade receivables 7,458 9,632 Other receivables 627 709 |
|
| Total Current Trade and Other Receivables 8,085 10,341 |
|
| Non Current Trade receivables 7,105 5,382 Other receivables 10,344 7,952 Amounts receivable from equityaccounted investees 8,575 13,577 |
|
| Total Non Current Trade and Other Receivables 26,024 26,911 |
Amounts receivable from equity accounted investees bear interest at BBSY plus agreed margin.
The Group’s exposure to credit risk and impairment losses to trade and other receivables are disclosed at Note 24.
| 18.Cash and Cash Equivalents 2021 $’000 |
2020 $’000 |
|---|---|
| 18a Cash and Cash Equivalents Bank balances 52,599 30,591 |
|
| Cash and Cash Equivalents in the Statement of Cash Flows 52,599 30,591 |
The Group’s exposure to interest rate risk and a sensitivity analysis for financial assets and liabilities is disclosed at Note 24.
46
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
18 Cash and Cash Equivalents (continued)
18b Reconciliation of Cash Flows from Operating Activities
| Note 2021 $’000 2020 $’000 Cash Flows from Operating Activities Proft for the year 8,847 6,624 Adjustments for: Depreciation and amortisation 13 467 937 Loss on Disposal of Assets 3 320 Revaluation of investment property (1,534) (6,203) Revaluation of property, plant & equipment (196) (627) Gain on transfer to investment property - (1,679) Gain on sale of investment property (129) - Net fnancing income (729) (560) Share of net (loss)/proft of equity accounted investees (937) 26 Income tax expense 11 3,196 3,864 |
2021 $’000 |
2020 $’000 |
|---|---|---|
| Operating Proft before Changes in Working Capital and Provisions 8,988 2,702 Change in trade and other receivables (1,433) 6,945 Change in inventories 16 14,760 38,132 Change in prepayments (434) 55 Change in provision for employee benefts 22 93 17 Change in trade and otherpayables (3,744) (18,104) |
||
| Cash generated from Operating Activities 18,230 29,747 Interest paid (71) (1,231) Income taxespaid (2,492) (4,643) |
||
| Net Cashgenerated from OperatingActivities 15,667 23,873 |
The increases and decreases in trade and other receivables as well as trade and other payables reflect only those changes that relate to operating activities. The remaining increases and decreases relate to investing activities.
19. Capital and Reserves
| 19. Capital and Reserves | ||
|---|---|---|
| Share Capital On issue at 1 July On Issue at 30 June - Fully Paid |
Company Ordinary Shares |
|
| 2021 | 2020 | |
| 272,123,142 272,123,142 |
||
| 272,123,142 272,123,142 |
The Company does not have authorised capital or par value in respect of its issued shares.
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the Company’s residual assets.
47
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
19. Capital and Reserves (continued)
Dividends
Dividends recognised in the current year by the Group are:
| Dividends Dividends recognised in the current year by the Group are: |
|||
|---|---|---|---|
| Dividends Paid During the Year 2021 Cents per Share Total Amount $’000 Franked / Unfranked Date of Payment Final 2020 ordinary 1.00 2,721 Franked 21 September 2020 Interim 2021 ordinary 2.00 5,442 Franked 19 March 2021 |
Total Amount $’000 |
Franked / Unfranked |
Date of Payment |
| Total Amount 8,163 |
|||
| Dividends Paid During the Year 2020 Final 2019 ordinary 3.00 8,164 Franked 12 September 2019 Interim 2020 ordinary 2.00 5,442 Franked 26 March 2020 |
|||
| Total Amount 13,606 |
Franked dividends declared or paid during the year were franked at the rate of 30%.
After 30 June 2021 the following dividend has been proposed by the Directors. The dividend has not been provided. The declaration and subsequent payment of dividends has no income tax consequences.
Proposed Dividend
Dividend proposed by the Group are:
| Proposed Dividend Dividend proposed by the Group are: |
|||
|---|---|---|---|
| Cents per Share Total Amount $’000 Franked / Unfranked Date of Payment Final 2021 ordinary 2.00 5,442 Franked 10 September 2021 |
Total Amount $’000 |
Franked / Unfranked |
Date of Payment |
| Total Amount 5,442 |
The financial effect of this dividend has not been brought to account in the financial statements for the financial year ended 30 June 2021 and will be recognised in subsequent financial reports.
Dividend Reinvestment Plan
The Company has a dividend reinvestment plan under which holders of ordinary shares may elect to have all or part of their dividend entitlements satisfied by the issue of new ordinary shares rather than by being paid in cash.
In accordance with Rule 13 of the Company’s Dividend Reinvestment Plan (DRP), the Directors have elected to suspend the DRP in the 2020 financial year until further notice. As such the DRP will not be active for the above mentioned dividend.
48
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
19. Capital and Reserves (continued)
| 19. Capital and Reserves (continued) | Company | |
| Dividend Franking Account | 2021 $’000 |
2020 $’000 |
| 30% franking credits available to shareholders of Finbar Group Limited for subsequent fnancial years |
10,481 | 8,311 |
The above available amounts are based on the balance of the dividend franking account at year-end adjusted for:
-
(a) franking credits that will arise from the payment of current tax liabilities;
-
(b) franking debits that will arise from the payment of dividends recognised as a liability at the year-end;
-
(c) franking credits that will arise from the receipt of dividends recognised as receivables at the year-end; and
-
(d) franking credits that the entity may be prevented from distributing in subsequent years.
The ability to utilise the franking credits is dependent upon there being sufficient available profits to declare dividends. The impact on the dividend franking account of dividends proposed after the balance sheet date but not recognised as a liability is to reduce it by $2,332,000 (2020: $1,166,000).
Nature and purpose of reserve
Asset revaluation reserve
The revaluation reserve relates to the revaluation of non investment property carried at fair value.
20. Earnings per Share
Basic Earnings per Share
The calculation of basic earnings per share at 30 June 2021 was based on the profit attributable to ordinary shareholders of $8,847,000 (2020: $6,624,000) and a weighted average number of ordinary shares on issue during the year ended 30 June 2021 of 272,123,142 (2020: 272,123,142), calculated as follows:
| 2021 $’000 |
2020 $’000 |
||
|---|---|---|---|
| Proft Attributable to Ordinary Shareholders | 8,847 Ordinary |
6,624 Shares |
|
| Weighted Average Number of Ordinary Shares | 2021 | 2020 | |
| Issued ordinaryshares at 1 July | 272,123,142 | 272,123,142 | |
| Weighted Average Number of OrdinaryShares at 30 June | 272,123,142 | 272,123,142 | |
| Basic Earnings per Share (cents per share) | 3.25 | 2.43 |
Diluted Earnings per Share
The calculation of diluted earnings per share at 30 June 2021 was based on the profit attributable to ordinary shareholders of $8,847,000 (2020: $6,624,000) and a weighted average number of ordinary shares on issue during the year ended 30 June 2021 of 272,123,142 (2020: 272,123,142), calculated as follows:
| 2021 $’000 |
2020 $’000 |
||
|---|---|---|---|
| Proft Attributable to Ordinary Shareholders (Diluted) | 8,847 Ordinary Shares |
6,624 | |
| Weighted Average Number of Ordinary Shares (Diluted) | 2021 | 2020 | |
| Weighted average number of ordinary shares at 30 June | 272,123,142 | 272,123,142 | |
| Diluted Earnings per Share (cents per share) | 3.25 | 2.43 |
49
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
21. Loans and Borrowings
This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings. For more information about the Group’s exposure to interest rate risk see Note 24.
| 2021 $’000 |
2020 $’000 |
|---|---|
| Current Commercial bills (Secured) 1,500 Investor loans to subsidiaries (Unsecured) 728 |
35,858 19,646 |
| Total Current Loans and Borrowings 2,228 |
55,504 |
| Non Current Commercial bills (Secured) 41,340 Investor loans to subsidiaries (Unsecured) 27,914 |
- 8,478 |
| Total Non Current Loans and Borrowings 69,254 |
8,478 |
Terms and debt repayment schedule
| Terms and conditions of outstanding loans are as follows: Current Nominal Interest Rate Financial Year of Maturity Commercial bills (Secured) BBSY+2.00% 2022 Commercial bills (Secured) BBSY+2.00% 2021 Investor loans to subsidiaries (Unsecured) BBSY+1.50% 2022 Investor loans to subsidiaries (Unsecured)* 2021 |
Terms and conditions of outstanding loans are as follows: Current Nominal Interest Rate Financial Year of Maturity Commercial bills (Secured) BBSY+2.00% 2022 Commercial bills (Secured) BBSY+2.00% 2021 Investor loans to subsidiaries (Unsecured) BBSY+1.50% 2022 Investor loans to subsidiaries (Unsecured)* 2021 |
2021 | 2020 |
|---|---|---|---|
| Financial Year of Maturity |
Carrying Amount $’000 |
Carrying Amount $’000 |
|
| 1,500 14,393 - 21,465 728 6,996 - 12,650 |
|||
| Total Current Loans and Borrowings | 2,228 55,504 |
||
| Non Current Commercial bills (Secured) BBSY+2.00% 2024 Commercial bills (Secured) BBSY+2.00% 2023 Investor loans to subsidiaries (Unsecured)* 2024 Investor loans to subsidiaries (Unsecured) 3.00% 2023 |
19,500 - 21,840 - 9,347 8,478 18,567 - |
||
| Total Non Current Loans and Borrowings | 69,254 8,478 |
- These are loans from land owners which are non interest bearing.
Financing Arrangements
Commercial bills
Commercial bills (refer Note 24) are denominated in Australian dollars.
The commercial bill loans of the Subsidiaries are secured by registered first mortgages over the investment property land and buildings of the Controlled entity as well as a registered mortgage debenture over the Controlled entity’s assets and undertakings.
The Group has successfully refinanced both commercial bills during the year ended 30 June 2021 with an increase in facility limit of $6,607,000.
Investor Loans
Investor Loans are repayable upon the completion of the project.
50
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Year Ended 30 June 2021 |
|
|---|---|
| 22. Employee Benefits 2021 $’000 |
2020 $’000 |
| Current Liability for annual leave 87 51 Liabilityfor long-service leave 480 439 |
|
| Total Current Employee Benefts 567 490 |
|
| Non Current Liabilityfor long-service leave 60 44 |
|
| Total Non Current Employee Benefts 60 44 |
|
| 23. Trade and Other Payables X X |
|
| Current Trade and other payables 21,262 23,581 Otherpayables and accrued expenses 978 703 |
|
| Total Current Trade and Other Payables 22,240 24,284 |
|
| Non Current Trade and other payables - 1,765 Otherpayables and accrued expenses 37 1 |
|
| Total Non Current Trade and Other Payables 37 1,766 |
At 30 June 2021, consolidated trade and other payables include retentions of $217,000 (2020: $264,000) relating to construction contracts in progress.
The Group’s exposure to liquidity risk related to trade and other payables is disclosed at Note 24.
51
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
24. Financial Instruments
Credit Risk
Exposure to Credit Risk
The carrying amount of the Group’s financial assets represent the maximum credit exposure. The Group’s maximum exposure to credit risk at the reporting date was:
| exposure. The Group’s maximum exposure to credit risk at the reporting date was: Note Trade and other receivables - current 17 Trade and other receivables - non-current 17 Cash and cash equivalents 18a The Group’s maximum exposure to credit risk for trade and other receivables at the reporting date by receivable category was: Equity Accounted Investees GST refunds due and other trade debtors Other receivables Working capital advances and bonds |
Carrying Amount | Carrying Amount |
|---|---|---|
| 2021 $’000 |
2020 $’000 |
|
| 8,085 10,341 26,024 26,911 52,599 30,591 |
||
| 86,708 67,843 |
||
| 8,575 13,577 9,922 10,229 10,971 8,661 4,641 4,785 |
||
| 34,109 37,252 |
Impairment Losses
None of the Group’s trade or other receivables are past due and based on historic default rates and security held the Group believes that no impairment allowance is necessary in respect of trade or other receivables.
Liquidity Risk
The following are the contractual maturities of non-derivative financial liabilities, including estimated interest payments and excluding the impact of netting agreements:
| excluding the impact of netting agreements: | ||||
|---|---|---|---|---|
| Note Non-derivative Financial Liabilities Commercial bills 21 Investor Loans 21 Trade and other payables 23 |
30 June 2021 | |||
| Carrying Amount $’000 |
Contractual Cash Flows $’000 |
1 Year or Less $’000 |
1-3 Years $’000 |
|
| 42,840 44,037 2,081 41,956 |
||||
| 28,642 28,813 899 27,914 |
||||
| 22,277 22,277 22,240 37 |
||||
| 93,759 95,127 25,220 69,907 |
| Note Non-derivative Financial Liabilities Commercial bills 21 Investor Loans 21 Trade and other payables 23 |
30 June 2020 | 30 June 2020 | 30 June 2020 | 30 June 2020 |
|---|---|---|---|---|
| Carrying Amount $’000 |
Contractual Cash Flows $’000 |
1 Year or Less $’000 |
1-3 Years $’000 |
|
| 35,858 36,978 36,978 - 28,124 28,306 19,828 8,478 26,050 26,050 24,284 1,766 |
||||
| 90,032 91,334 81,090 10,244 |
- Refer to Note 21 Loans and Borrowings for details on loan maturity.
52
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
24. Financial Instruments (continued)
Interest Rate Risk Profile
At the reporting date the interest rate profile of the Group’s interest-bearing financial assets and liabilities was:
| Variable Rate Instruments Financial Assets Financial Liabilities |
Carrying Amount | Carrying Amount |
|---|---|---|
| 2021 $’000 |
2020 $’000 |
|
| 61,175 44,168 (43,568) (42,854) |
||
| 17,607 1,314 |
Cash Flow Sensitivity Analysis for Variable Rate Instruments
A change of 100 basis points in interest rates would have (decreased)/increased the Group’s equity and profit or loss by the amounts shown below. This analysis assumes that all variables remain constant. The analysis is on the same basis for 2020.
| 30 June 2021 Variable rate instruments 30 June 2020 Variable rate instruments |
Proft or Loss Equity |
Proft or Loss Equity |
Proft or Loss Equity |
Proft or Loss Equity |
|---|---|---|---|---|
| 100bp Increase $’000 |
100bp Decrease $’000 |
100bp Increase $’000 |
100bp Decrease $’000 |
|
| (914) - (914) - |
||||
| 100bp Increase $’000 |
100bp Decrease $’000 |
100bp Increase $’000 |
100bp Decrease $’000 |
|
| (867) 867 (867) 867 |
Fair Values
Fair Values Versus Carrying Amounts
The fair values of financial assets and liabilities, as detailed below, are equal to the carrying amounts shown on the balance sheet:
| Fair Values | Fair Values | |
|---|---|---|
| Note | 2021 $’000 |
2020 $’000 |
| Trade and other receivables 17 Cash and cash equivalents 18a Secured bank loans 21 Investor loans 21 Trade and other payables 23 |
34,109 52,599 (42,840) (28,642) (22,277) |
37,252 30,591 (35,858) (28,124) (26,050) |
53
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
24. Financial Instruments (continued)
Fair Values Versus Carrying Amounts (continued)
The methods and assumptions used to estimate the fair value of financial instruments are as follows:
Unsecured shareholder loans
Due to the short term nature of these financial rights and obligations, their carrying values approximate to their fair values. Long term loans are secured and interest bearing at bank business interest rates.
Cash and short term deposits
The carrying amount is fair value due to the liquid nature of these assets.
Bank loans
The carrying amount is a reasonable approximation of fair value.
| The carrying amount is a reasonable approximation of fair value. | ||
|---|---|---|
| 25. OperatingLeases Note |
2021 $’000 |
2020 $’000 |
| Leases as Lessor The Group leases out its investment properties held under operating leases. Rental income received from investment property Other rental property income received 7 Future minimum lease receipts At 30 June, the future minimum lease receipts under non-cancellable leases are receivable as follows: Less than one year Between one and fve years More than 5 years 26. Capital and Other Commitments |
7,724 7,123 147 4 |
|
| 7,871 7,127 |
||
| 4,349 4,059 3,622 5,029 188 308 |
||
| 8,159 9,396 |
||
| Commitments and Contingent Liabilities Property Development Contracted but not provided for and payable: Within one year Later than oneyear |
97,610 - 66,264 - |
|
| Total PropertyDevelopment Commitments | 163,874 - |
54
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
- Capital and Other Commitments (continued)
| Property Development - Equity Accounted Investees 2021 $’000 2020 $’000 Contracted but not provided for and payable: Within one year 33,772 9,343 Later than oneyear 57 - |
2021 $’000 |
2020 $’000 |
|---|---|---|
| Total PropertyDevelopment Commitments - EquityAccounted Investees 33,829 9,343 |
||
| Group’s Share of Property Development - Equity Accounted Investees Contracted but not provided for and payable: Within one year 16,886 4,672 Later than oneyear 29 - |
||
| Total Share of PropertyDevelopment Commitments - EquityAccounted Investees 16,915 4,672 |
||
| Group’s Property Development Commitments including Equity Accounted Investees Contracted but not provided for and payable: Within one year 114,496 4,672 Later than oneyear 66,293 - |
||
| Total PropertyDevelopment Commitments includingEquityAccounted Investees 180,789 4,672 |
||
| 27. Contingencies x x |
||
| The Directors are of the opinion that provisions are not required in respect of these matters, as it is not probable that a future sacrifce of economic benefts will be required or the amount is not capable of reliable measurement. Guarantees The Company has guaranteed the bank facilities of certain controlled entities 23,184 16,577 28. Related Parties x x |
||
| The key management personnel compensation included in ‘personnel expenses’ is as follows: Short term employee benefts 2,493 2,572 Other long term benefts 31 (34) Post employment benefts 96 97 |
||
| Employee benefts 2,620 2,634 |
55
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
28. Related Parties (continued)
Individual Directors and Executives Compensation Disclosures
Information regarding individual directors and executives compensation are provided in the Remuneration Report section of the Directors’ report on pages 5 to 10.
On 31st August 2015, Finbar Group Limited issued 250,000 fully paid ordinary shares to Darren Pateman as Director Incentive Shares under the rules of the Director Share Plan 2014. Payment was by way of an interest free loan of $290,000 which was repaid in August 2020. The related benefit is disclosed in table 4.3.2 on page 7.
On 25th August 2016, Finbar Group Limited issued 250,000 fully paid ordinary shares to Darren Pateman as Director Incentive Shares under the rules of the Director Share Plan 2014. Payment was by way of an interest free loan of $207,500 which was repaid in August 2021. The related benefit is disclosed in table 4.3.2 on page 7.
On 13th September 2017, Finbar Group Limited issued 250,000 fully paid ordinary shares to Darren Pateman as Director Incentive Shares under the rules of the Director Share Plan 2014. Payment was by way of an interest free loan of $202,500 which is repayable by 13th September 2022. The related benefit is disclosed in table 4.3.2 on page 7.
Other Related Party Transactions
Equity Accounted Investees
Loans are made by the Group to equity accounted investees for property development undertakings. Loans outstanding between the Group and joint ventures are interest bearing and are repayable at the completion of the equity accounted investees development project.
| As at 30 June the balance of these loans were as follows: Finbar Sub 107 Pty Ltd* 240 Adelaide Terrace Pty Ltd 647 Murray Street Pty Ltd Axis Linkit Pty Ltd Finbar Sub 5050 Pty Ltd Lot 1001 - 1003 Rowe Avenue Pty Ltd Rowe Avenue Pty Ltd |
2021 $’000 |
2020 $’000 |
|---|---|---|
| 334 - 3,360 274 - (20) 1 1 2 2 4,775 13,252 103 68 |
||
| 8,575 13,577 |
- Refer to Note 14 Investments in Equity Accounted Investees.
In the financial statements of the Group, investments in equity accounted investees are carried at the lower of the equity accounted amount and the recoverable amount.
Ventrade Australia Pty Ltd and Ventrade Maylands Pty Ltd are related parties of Chuan Hup Holdings Limited who owns 20.53% of Finbar Group. The Company entered into a joint venture arrangement with Ventrade Australia Pty Ltd, under Finbar Sub 107 Pty Ltd, during the financial year ended 30 June 2021. The project end value is estimated at $200 million.
Included within the trade and other payables balance is $3,793,000 (2020: 2,802,000) owing to Ventrade Maylands Pty Ltd. Included within the trade and other receivables balance is $207,000 (2020: $520,000 payable) receivable from Ventrade Australia Pty Ltd. The payables and receivables are in relation to development projects, are at arms length, non-interest bearing and at call.
56
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
29. Group Entities
| 29. GroupEntities | |||
|---|---|---|---|
| Parent Company Country of Incorporation Finbar Group Limited Subsidiaries 1 Mends Street Pty Ltd Australia 2 Homelea Court Springs Pty Ltd Australia 31 Rowe Avenue Pty Ltd Australia 32 Riversdale Road Pty Ltd Australia 36 Chester Avenue Pty Ltd Australia 43 McGregor Road Pty Ltd Australia 5-7 Harper Terrace Pty Ltd Australia 63 Adelaide Terrace Pty Ltd Australia 88 Terrace Road Pty Ltd Australia 96 Mill Point Road Pty Ltd Australia 172 Railway Parade West Leederville Pty Ltd Australia 175 Adelaide Terrace Pty Ltd Australia 239 Great Eastern Highway Pty Ltd Australia 241 Railway Parade Pty Ltd Australia 262 Lord Street Perth Pty Ltd (Deregistered) Australia 269 James Street Pty Ltd Australia 280 Lord Street Perth Pty Ltd (Deregistered) Australia Finbar Applecross Pty Ltd Australia Finbar Commercial Pty Ltd Australia Finbar Finance Pty Ltd Australia Finbar Fund Pty Ltd Australia Finbar Karratha Pty Ltd Australia Finbar Port Hedland Pty Ltd Australia Finbar Project Management Pty Ltd Australia Finbar To Rent Pty Ltd Australia Finbar Sales Pty Ltd Australia Finbar Sub 104 Pty Ltd Australia Finbar Sub 107 Pty Ltd* Australia Finbar Executive Rentals Pty Ltd Australia Lot 1 to 10 Whatley Crescent Pty Ltd Australia |
Shareholding/Unit Holding | Ownership Interest | |
| $ | 2021 | 2020 | |
| 1 1 1 1 2 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 2 1 1 1 1 1 1 |
100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 0% 100% 100% 100% 100% 100% |
||
| 32 |
- Refer to Note 14 Investments in Equity Accounted Investees.
57
2021 Finbar Group Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended 30 June 2021
30. Subsequent Events
With continuing economic uncertainty from the COVID-19 pandemic, the Company may require to grant further rent abatements and/ or rent deferrals in accordance to the relevant Code of Conduct legislation. Further mandatory closures and government mandated restrictions will influence the Australian economy and property market which may have a future impact on property valuations.
Other than mentioned, there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of the Company, to affect significantly the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.
| 31. Auditors’ Remuneration | 2021 | 2020 |
|---|---|---|
| Audit Services: Auditors of the Group Audit and review of the fnancial reports Services other than Statutory Audit: Taxation compliance services 32. Parent EntityDisclosures |
129,115 126,697 |
|
| 129,115 126,697 |
||
| 16,560 20,286 |
||
| 16,560 20,286 |
||
| 2021 $’000 |
2020 $’000 |
|
| As at, and throughout the fnancial year ending 30 June 2021 the parent company of the Group was Finbar Group Limited. Result of the Parent Entity Proft for theyear |
||
| 11,285 7,846 |
||
| Total Comprehensive Income for theyear | 11,285 7,846 |
|
| Financial Position of the Parent Entity Current Assets Total Assets Current Liabilities Total Liabilities Total Equity of the Parent Entity comprising of: Share capital Retained earnings |
43,094 29,391 215,701 212,270 1,107 815 1,168 859 194,483 194,483 20,050 16,928 |
|
| Total Equity | 214,533 211,411 |
Parent Entity Contingencies
The Directors are of the opinion that provisions are not required in respect of these matters, as it is not probable that a future sacrifice of economic benefits will be required or the amount is capable of reliable measurement.
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2021 Finbar Group Annual Report
DIRECTORS’ DECLARATION
-
In the opinion of the Directors of Finbar Group Limited (‘the Company’):
-
a) The Consolidated Financial Statements and notes that are contained in Pages 19 to 58 and the Remuneration report in the Directors’ report, set out on Pages 5 to 10, are in accordance with the Corporations Act 2001, including:
-
i) giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its performance for the year ended on that date; and
-
ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and
-
-
b) There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
-
The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Managing Director and the Chief Financial Officer for the financial year ended 30 June 2021.
-
The Directors draw attention to Note 2(a) to the consolidated financial statements, which contains a statement of compliance with International Financial Reporting Standards.
Signed in accordance with a resolution of the Board of Directors:
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Darren Pateman Managing Director
Dated at Perth this Twenty-fourth day of August 2021.
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2021 Finbar Group Annual Report
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Independent Auditor’s Report
To the shareholders of Finbar Group Limited
Report on the audit of the Financial Report
Opinion
We have audited the Financial Report of Finbar Group Limited (the Company).
In our opinion, the accompanying Financial Report of the Company is in accordance with the Corporations Act 2001 , including:
-
giving a true and fair view of the Group ’s financial position as at 30 June 2021and of its financial performance for the year ended on that date; and
-
complying with Australian Accounting Standards and the Corporations Regulations 2001 .
The Financial Report comprises:
-
Consolidated statement of financial position as at 30 June 2021
-
Consolidated statement of profit or loss and other comprehensive income, Consolidated statement of changes in equity, and Consolidated statement of cash flows for the year then ended
-
Notes including a summary of significant accounting policies
-
Directors’ Declaration.
The Group consists of the Company and the entities it controlled at the year-end or from time to time during the financial year.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards . We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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 Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with the Code.
Key Audit Matters
The Key Audit Matters we identified are:
-
Valuation of Investment Properties; and
-
Carrying Value of Inventory.
Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial Report of the current period.
These matters were addressed in the context of our audit of the Financial Report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation.
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2021 Finbar Group Annual Report
==> picture [63 x 46] intentionally omitted <==
Valuation of Investment Properties ($97.9million)
Refer to Note 12 to the Financial Report
| Valuation of Investment Properties ($97.9million) | Valuation of Investment Properties ($97.9million) |
|---|---|
| Refer to Note 12 to the Financial Report | |
| The key audit matter | How the matter was addressed in our audit |
| Valuation of investment properties is a key audit matter due to the: • Significance of the balance to the financial statements • Judgement required in assessing the capitalisation rates applied to the projected income of individual properties in the income valuation model. A small percentage movement in the capitalisation rate would result in a significant financial impact to the investment property balance and the income statement. • Timing of the valuations performed by the Group’s external valuer. It is the Group’s policy when the valuation was not performed at year end for the directors to assess and confirm the valuation to be adopted in the financial report. We involved KPMG Real Estate Specialists to inform our evaluation of the external and internal valuations for specific properties. • Consideration of the economic impacts of COVID-19 on valuations including leasing and rental relief assumptions. |
Our procedures included: • Understanding the Group’s process regarding the valuation of investment property, including specific considerations of the impact of COVID-19. • We assessed the scope, objectivity, competence and capabilities of the Group’s external valuer. • Working with our KPMG Real Estate specialists, we assessed the appropriateness of the property valuation methodology adopted, key assumptions and supporting market commentary in the valuations for specific properties. • We compared the valuations prepared using the income valuation model to the alternate discounted cashflow method valuation where prepared, as a comparator, by the external valuers. • We informed our evaluation of the external valuations and the director’s internal valuations, by comparing values to recent sales evidence and other published reports of industry commentators. • We challenged the capitalisation rates applied, based on our knowledge of the property portfolio and other published reports of industry commentators. • We also tested, on a sample basis, the following key inputs to the valuations to existing lease contracts and published CPI statistics by the Australian Bureau of Statistics: − Gross rent; − Occupancy rate; − Lease term remaining; and − CPI. • We assessed the appropriateness of the Group’s leasing and rental relief assumptions with consideration of the industry sector of the Group’s tenants. • We assessed the disclosures in the financial report, using our understanding obtained from our testing, against accounting standards requirements. |
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2021 Finbar Group Annual Report
==> picture [62 x 46] intentionally omitted <==
Carrying value of Inventory ($139.8million)
| Carrying value of Inventory ($139.8million) | Carrying value of Inventory ($139.8million) |
|---|---|
| Refer to Note 16 to the Financial Report | |
| The key audit matter | How the matter was addressed in our audit |
| Valuation of inventory, being both completed units and work in progress, is a key audit matter due to the: • Significance of the balance to the financial statements • Significant judgement and our effort applied to assessing forecast selling prices and costs to complete for work in progress. These factors impact the assessment of net realisable value, as in accordance with accounting standards, inventory must be carried at the lower of cost and net realisable value. Work in progress comprises developments currently under construction and future projects, which are long term in nature where forecast costs could be negatively impacted by issues encountered during planning or construction. In addition, forecast selling prices can fluctuate significantly based on property market conditions. This includes consideration of economic impacts of COVID-19 on forecast selling prices. These factors increase the level of forecasting judgement and audit complexity when assessing forecast selling prices and costs to complete for inventory. |
Our procedures included: • We selected a sample of significant developments under construction and future projects to understand project design complexity, sub-contractor reliance, other project risks and project funding which could negatively impact costs to complete. This was done through enquiry of senior management, and inspection of documentation such as budgets, funding agreements, supplier contracts and internal reports. • We compared a sample of actual to forecast selling prices and actual to forecast construction costs to inform our evaluation of forecast selling prices and costs to complete respectively. We have considered the impact of COVID-19 on the forecast selling prices. • We undertook sample testing of sales made during the year and subsequent to year end to sales contracts to assess sales margins achieved during the year and post year end. This informs our evaluation of the carrying value of inventory at balance date against the Group’s policy for recording inventory at the lower of cost and net realisable value. • We compared forecast selling prices to forecast total costs for significant projects. We did this to assess the carrying value of inventory against the Group’s policy for recording at the lower of cost and forecast net realisable value. |
Other Information
Other Information is financial and non-financial information in Finbar Group Limited’s annual reporting which is provided in addition to the Financial Report and the Auditor’s Report. The Directors are responsible for the Other Information.
The Other Information we obtained prior to the date of this Auditor’s Report was the Directors’ Report. The remaining Other Information consisting of Key Financial Metrics, Chairman’s Report, Managing Directors’ Report, Finbar Overview, Key Achievements, Development Overview and Finbar’s Investment Properties are expected to be made available to us after the date of the Auditor’s Report.
62
2021 Finbar Group Annual Report
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Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not express an audit opinion or any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion.
In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In doing so, we consider whether the Other Information is materially inconsistent with the Financial Report or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
We are required to report if we conclude that there is a material misstatement of this Other Information, and based on the work we have performed on the Other Information that we obtained prior to the date of this Auditor’s Report we have nothing to report.
Responsibilities of the Directors for the Financial Report
The Directors are responsible for:
-
preparing the Financial Report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
-
implementing necessary internal control to enable the preparation of a Financial Report that gives a true and fair view and is free from material misstatement, whether due to fraud or error
-
assessing the Group and Company’s ability to continue as a going concern and whether the use of the going concern basis of accounting is appropriate. This includes disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they either intend to liquidate the Group and Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objective is:
-
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 Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They 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 the Financial Report.
A further description of our responsibilities for the audit of the Financial Report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our Auditor’s Report.
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2021 Finbar Group Annual Report
==> picture [62 x 46] intentionally omitted <==
Report on the Remuneration Report
Opinion
In our opinion, the Remuneration Report of Finbar Group Limited for the year ended 30 June 2021, complies with Section 300A of the Corporations Act 2001 .
Directors’ 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 responsibilities
We have audited the Remuneration Report included in paragraph 4.3 of the Directors’ report for the year ended 30 June 2021.
Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards .
==> picture [50 x 30] intentionally omitted <==
KPMG
==> picture [111 x 40] intentionally omitted <==
Derek Meates Partner Perth
24 August 2021
64
2021 Finbar Group Annual Report
==> picture [91 x 67] intentionally omitted <==
Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001
To the Directors of Finbar Group Limited
I declare that, to the best of my knowledge and belief, in relation to the audit of Finbar Group Limited for the financial year ended 30 June 2021 there have been:
-
i. no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and
-
ii. no contraventions of any applicable code of professional conduct in relation to the audit.
==> picture [50 x 30] intentionally omitted <==
KPMG
==> picture [111 x 40] intentionally omitted <==
Derek Meates Partner Perth 24 August 2021
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation.
65
2021 Finbar Group Annual Report
ASX ADDITIONAL INFORMATION
Additional information required by the ASX Limited Listing Rules and not disclosed elsewhere in this report is set out below.
Shareholdings (as at 30 June 2021)
Substantial Shareholders
The number of shares held by substantial shareholders and their associates are set out below:
| Shareholder Name | Number | % |
|---|---|---|
| Chuan Hup Holdings Limited | 55,871,363 | 20.53 |
| Thorney Holdings Proprietary Limited | 28,362,797 | 10.42 |
| John Chan | 27,318,265 | 10.04 |
| Westoz Funds Management Pty Ltd | 23,615,000 | 8.68 |
Voting rights
Ordinary shares
Refer to Note 19 in the Notes to the Financial Statements.
Distribution of Equity Security Holders
| Range 1-1,000 1,001-5,000 5,001-10,000 10,001-100,000 100,001-over |
Number of Holders |
Ordinary Shares |
|---|---|---|
| 390 105,770 500 1,472,980 334 2,572,666 804 25,527,382 154 242,444,344 |
||
| 2,182 272,123,142 |
The number of shareholders holding less than a marketable parcel of ordinary shares is 300.
Stock Exchange
The Company is listed on the Australian Securities Exchange. The Home exchange is Perth.
ASX Code: FRI
Other Information
Finbar Group Limited, incorporated and domiciled in Australia, is a publicly listed company limited by shares.
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2021 Finbar Group Annual Report
ASX ADDITIONAL INFORMATION (Continued)
Twenty largest shareholders of ordinary shares as disclosed in the share register :
| Number of Ordinary Shares Held |
% | |
|---|---|---|
| Chuan Hup Holdings Limited | 53,837,175 | 19.78 |
| UBS Nominees Pty Ltd | 28,362,797 | 10.42 |
| Zero Nominees Pty Ltd | 23,781,255 | 8.74 |
| Citicorp Nominees Pty Limited | 9,079,790 | 3.34 |
| Blair Park Pty Ltd | 8,497,045 | 3.12 |
| Rubi Holdings Pty Ltd (John Rubino S/F A/C) | 7,912,358 | 2.91 |
| 3RD Wave Investors Pty Ltd | 6,500,000 | 2.39 |
| Forward International Pty Ltd | 6,472,922 | 2.38 |
| Mr James Chan | 6,141,290 | 2.26 |
| J P Morgan Nominees Australia Pty Limited | 5,960,860 | 2.19 |
| Hanssen Pty Ltd | 5,000,000 | 1.84 |
| Mrs Siew Eng Mah | 4,820,000 | 1.77 |
| BNP Paribas Nominees Pty Ltd (DRP) | 4,570,596 | 1.68 |
| Apex Investments Pty Ltd | 4,298,481 | 1.58 |
| Chan Family Super (WA) Pty Ltd (Chan Family S/F A/C) | 4,177,072 | 1.53 |
| Milton Corporation Limited | 3,642,464 | 1.34 |
| Mr Ah-Hwa Lim | 3,155,770 | 1.16 |
| Ms Yi Xian Chan | 2,892,126 | 1.06 |
| Denshir Pty Ltd | 2,739,322 | 1.01 |
| Mr Wan Soon Chan | 2,435,137 | 0.89 |
| Top 20 | 194,276,460 | 71.39 |
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2021 Finbar Group Annual Report
ASX ADDITIONAL INFORMATION (Continued)
Offices and Officers
Directors
Mr John Chan (Executive Chairman) Mr Darren John Pateman (Managing Director) Mr Ronald Chan (Chief Operations Officer) Mr Kee Kong Loh Mr Lee Verios Mr Terence Siong Woon Peh
Company Secretary
Mr Edward Guy Bank (Chief Financial Officer)
Principal Registered Office
Finbar Group Limited Level 6 181 Adelaide Terrace EAST PERTH WA 6004
PO Box 3380 EAST PERTH WA 6892
Telephone: +61 8 6211 3300 Email: [email protected] Website: www.finbar.com.au
ABN 97 009 113 473 ACN 009 113 473
Share Registry
Computershare Investor Services Pty Ltd Level 11 172 St Georges Terrace PERTH WA 6000 Telephone: +61 8 9323 2000
Auditors
KPMG 235 St Georges Terrace PERTH WA 6000
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2021 Finbar Group Annual Report