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NOUMI LIMITED — Annual Report 2016
Aug 30, 2016
65435_rns_2016-08-30_2bd8c4fc-920e-445e-80f3-6db40a1622b5.pdf
Annual Report
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Freedom Foods Group Limited
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Appendix 4E Preliminary final report
1. Company details
| Name of entity: | Freedom Foods Group Limited | |||
|---|---|---|---|---|
| ABN: | 41 002 814 235 | |||
| Reporting period: | For the year ended 30 June 2016 | |||
| Previous period: |
For the year ended 30 June 2015 | |||
| 2. Results for announcement to the | market | |||
| $'000 | ||||
| Revenues from ordinary activities | up | 53.7% to | 170,444 | |
| Profit from ordinary activities after tax attributable to the owners of Freedom | ||||
| Foods Group Limited | down | 10.8% to | 50,492 | |
| Profit for the year attributable to the owners of Freedom Foods Group Limited | down | 10.8% to | 50,492 |
- Profit for the year ended 30 June 2015 includes a gain on reclassification of the investment in The a2 Milk Company Limited (a2MC) of $53 million. This compares to the year ended 30 June 2016, when the a2MC investment was disposed of. With a reported gain on disposal of $24 million in excess of the revaluation amount.
** On 1 January 2016, the Group elected to convert its convertible notes held in Pactum Dairy Group (PDG) into ordinary shares which resulted in the Group’s interest in PDG increasing to 50%. The Group concluded that control was deemed to be gained on 1 January 2016, as detailed further in Note 36. The 50% investment was fair valued resulting in a gain of $22 million as recognised in the Statement of profit or loss and other comprehensive income.
Dividends
| Dividends | ||
|---|---|---|
| Franked | ||
| Amount per | amount per | |
| security | security | |
| Cents | Cents | |
| Final dividend for the year ended 30 June 2016 for ordinary shares payable on 30 November 2016 | 2.25 | 2.25 |
| Final dividend for the year ended 30 June 2016 for convertible redeemable preference shares | ||
| payable on 30 November 2016 | 1.35 | 1.35 |
| Interim dividend for the half year ended 31 December 2015 for ordinary shares paid on 30 April 2016 | 1.75 | 1.75 |
| Interim dividend for the half year ended 31 December 2015 for convertible redeemable preference | ||
| shares paid on 30 April 2016 | 1.35 | 1.35 |
Comments
The profit for the Group after providing for income tax and non-controlling interest amounted to $50,492,000 (30 June 2015: $56,631,000).
For further details, refer to the "Results for announcement to the market"
3. Net tangible assets
Net tangible assets per ordinary security
| Reporting | Previous |
|---|---|
| period | period |
| Cents | Cents |
| 119.75 | 106.35 |
Freedom Foods Group Limited Appendix 4E Preliminary final report
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4. Dividend reinvestment plan
The following dividend or distribution plans are in operation:
The Dividend Reinvestment Plan (DRP) is current and remains unchanged from recent prior years. All Shareholders when initially registered, receive a copy of the DRP Plan and details concerning participation in the DRP Plan. The DRP provides shareholders with the opportunity to receive ordinary shares, in lieu of cash dividends, at a discount (set by the Directors) from the market price at the time of issue.
5. Audit qualification or review
Details of audit/review dispute or qualification (if any):
The financial statements have been audited and an unqualified opinion has been issued.
6. Signed
Signed _________
Date: 31 August 2016
Rory J.F. Macleod Managing Director Sydney
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Freedom Foods Group Limited ABN 41 002 814 235
Financial Report - 30 June 2016
| Freedom Foods Group Limited | |
|---|---|
| Contents | |
| 30 June 2016 | |
Directors' report |
2 |
| Corporate governance statement | 15 |
| Auditor's independence declaration | 16 |
| Statement of profit or loss and other comprehensive income | 17 |
| Statement of financial position | 19 |
| Statement of cash flows | 21 |
| Statement of changes in equity | 22 |
| Notes to the financial statements | 24 |
| Directors' declaration | 69 |
| Independent auditor's report to the members of Freedom Foods Group Limited | 70 |
| Shareholder information | 72 |
| Corporate directory | 74 |
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Freedom Foods Group Limited Directors' report 30 June 2016
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The Directors present their report, together with the financial statements, on the Consolidated Entity (referred to hereafter as the 'Group') consisting of Freedom Foods Group Limited (referred to hereafter as the 'Company' or 'parent entity') and the entities it controlled at the end of, or during, the year ended 30 June 2016.
Directors
The following persons were Directors of Freedom Foods Group Limited during the whole of the financial year and up to the date of this report, unless otherwise stated:
Perry R. Gunner - Chairman (Non-Executive) Rory J.F. Macleod - Managing Director and Chief Executive Officer (Executive) Anthony M. Perich - Deputy Chairman and Director (Non-Executive) Ronald Perich - Director (Non-Executive) Melvyn Miles - Director (Non-Executive) (resigned on 14 August 2015) Trevor J. Allen - Director (Non-Executive) Michael R. Perich - Alternate Director for Anthony M. Perich and Ronald Perich (Non-Executive)
Principal activities
The principal activities of the Consolidated Entity during the financial year were:
-
sourcing, manufacturing, selling, marketing and distribution of specialty cereal and snacks;
-
sourcing, manufacturing selling, marketing and distribution of plant and dairy based beverages;
-
selling, marketing and distribution of canned specialty seafood;
-
investment in large scale dairy farming operations.
The Company operates sales, marketing and distribution activities in Australia, New Zealand, China (South East Asia) and North America (USA).
There were no significant changes in the nature of the principal activities during the financial year.
Dividends
Dividends paid during the financial year were as follows:
| Final fully franked dividend for the year ended 30 June 2015 of 1.50 cents (2014: 1.50 cents) per ordinary share Dividends reinvested: fully franked at 30% tax rate Interim fully franked dividend for the year ended 30 June 2016 of 1.75 cents (2015: 1.50 cents) per ordinary share Dividends reinvested: fully franked at 30% tax rate Final fully franked dividend for the year ended 30 June 2015 of 1.35 cents (2014: 1.35 cents) per convertible redeemable preference share Interim fully franked dividend for the year ended 30 June 2016 of 1.35 cents (2015: 1.35 cents) per convertible redeemable preference share |
Consolidated 2016 2015 $'000 $'000 515 556 1,807 1,718 688 595 2,455 1,705 1 2 2 2 5,468 4,578 |
|---|---|
| 5,468 |
2
Freedom Foods Group Limited Directors' report 30 June 2016
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On 31 August 2016, the Directors declared a fully franked final dividend of 2.25 cents per share to the holders of fully paid ordinary shares in respect of the financial year ending 30 June 2016, which is to be paid to shareholders on 30 November 2016. The record date for determining the entitlement to the final dividend is 2 November 2016. The dividend has not been included as a liability in these financial statements. The total estimated dividend to be paid is $4,084,000.
On 31 August 2016, the Directors declared a fully franked final dividend of 1.35 cents per share to the holders of the convertible redeemable preference shares in respect of the financial year ending 30 June 2016, which is to be paid to shareholders on 30 November 2016. The record date for determining the entitlement to the final dividend is 2 November 2016. The dividend has not been included as a liability in these financial statements. The total estimated dividend to be paid is $1,372.
Review of operations
The profit for the Group after providing for income tax and non-controlling interest amounted to $50,492,000 (30 June 2015: $56,631,000).
Refer to the commentary in the Managing Director's Review of Operations.
Significant changes in the state of affairs
There were no significant changes in the state of affairs of the Group during the financial year.
Matters subsequent to the end of the financial year
Apart from the dividend declared as discussed above, no other matter or circumstance has arisen since 30 June 2016 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
Likely developments and expected results of operations
In future years, the Consolidated Entity expects to further grow through organic sales development and business acquisitions, leveraging its expanding capabilities in supply chain and manufacturing, product development, sales, marketing and distribution in its core business activities. Growth beyond Australia and New Zealand will be targeted through key export markets in Asia (China and South East Asia) and North America, either through company owned capabilities or through strategic alliances and partnerships.
Environmental regulation
The Consolidated Entity’s operations are subject to environmental regulation under the law of the Commonwealth, State and local council regulations.
-
There were no breaches of environmental laws, regulations or permits during the year.
-
The Consolidated Entity is currently operating in accordance with local councils consent in regard to hours of operation.
| Information on Directors | |
|---|---|
| Name: | Mr Perry R. Gunner. |
| Title: | Chairman and Non-Executive Director (Independent). |
| Qualifications: | B.Ag.Sc. |
| Experience and expertise: | Perry is former Chairman and CEO of Orlando Wyndham Wine Group and was appointed |
| Chairman in July 2006. | |
| Other current Directorships: | Non-Executive Director of Australian Vintage Ltd. |
| Former Directorships (last 3 years): | None. |
| Special responsibilities: | Chairman of the Remuneration and Nomination Committee and member of the Audit, Risk and |
| Compliance Committee. | |
| Interests in shares: |
781,569. |
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Freedom Foods Group Limited Directors' report 30 June 2016
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Name: Mr Rory J.F. Macleod. Title: Managing Director and Chief Executive Officer. Qualifications: B.Econ (Hons). Experience and expertise: Rory has been with the group for the past 13 years with direct responsibility for and involvement in the Company’s strategic, operational and financial development during this time. He is a former Senior Director, corporate finance for SBC Warburg (now UBS) in Australasia and Europe where he gained extensive experience in strategy and commercial development, mergers and acquisitions and corporate analysis. Prior to his corporate finance background, Rory was an Equities Research Analyst with SBC Warburg (now UBS). Rory was appointed as an Executive Director in 2008 and appointed Managing Director and CEO in August 2012. Other current Directorships: Non-Executive Chairman, Australian Fresh Milk Holdings Pty Limited (AFMH) and its subsidiaries. A Director of operating subsidiaries of Freedom Foods Group Limited. Former Directorships (last 3 years): None.
Former Directorships (last 3 years): None. Special responsibilities: None. Interests in shares: 1,654,487. Interests in options: Employee Share Options 2,500,000 @ $2.92.
Name: Mr Anthony M. Perich AM. Title: Non-Executive Director. Experience and expertise: Anthony is a Member of the Order of Australia. He is joint Managing Director of Arrovest Pty Limited, Leppington Pastoral Company, one of Australia's largest dairy producers, and various other entities associated with Perich Enterprises Pty Limited. He is also a property developer, farmer and business entrepreneur. Outside of the Perich Group, Anthony holds a number of other Directorships which include Greenfields Narellan Holdings, East Coast Woodshavings Pty Limited, Breeders Choice Woodshavings Pty Limited, Austral Malaysian Mining Limited and Inghams Health Research Institute. Memberships include Narellan Chamber of Commerce, Narellan Rotary Club, Urban Development Institute of Australia, Urban Taskforce, Property Council of Australia, past President of Narellan Rotary Club and Past President of Dairy Research at Sydney University. He was appointed as a Director in July 2006. Other current Directorships: None.
Other current Directorships: None. Former Directorships (last 3 years): Austral Malaysian Mining Limited, Pulia Mining Sdn Bhd (Malaysia). Special responsibilities: Deputy Chairman. Interests in shares: 99,107,422.
Name: Mr Ronald Perich. Title: Non-Executive Director. Experience and expertise:
Ronald is joint Managing Director of Arrovest Pty Limited, Leppington Pastoral Company, one of Australia's largest dairy producers, and various other entities associated with Perich Enterprises Pty Limited. He is also a property developer, farmer and business entrepreneur. Former Director of United Dairies Limited. He was appointed as a Director in April 2005. None.
Other current Directorships: None. Former Directorships (last 3 years): None. Special responsibilities: Member of the Audit, Risk & Compliance Committee and member of the Remuneration & Nomination Committee. Interests in shares: 99,107,422.
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Freedom Foods Group Limited Directors' report 30 June 2016
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Name: Mr Melvyn Miles (resigned on 14 August 2015). Title: Non-Executive Director (Independent). Qualifications: B.Sc (Hons), F.I.B.D. Experience and expertise: Melyvn has extensive Fast Moving Consumer Goods (FMCG) experience throughout Australasia, North America and the UK over a period of 26 years. Former Vice President of Carlton and United Breweries and Foster's Group, former Director of Carlton and United Breweries and its subsidiaries and former Chairman of South Pacific Distilleries, Fiji. He was appointed as a Director in November 2006 and resigned in August 2015. Other current Directorships: None. Former Directorships (last 3 years): None. Special responsibilities: Former member of the Audit, Risk and Compliance Committee. Interests in shares: None. Name: Mr Trevor J. Allen. Title: Non-Executive Director (Independent). Qualifications: B Comm (Hons), CA, FF, MAICD. Experience and expertise: Trevor has 38 years experience in the corporate and commercial sectors, primarily as a corporate and financial adviser to Australian and international public and privately owned companies. Trevor is an independent Non-Executive Director of Peet Limited, where he chairs its Audit and Risk Management Committee and is a member of its Remuneration Committee. He is an independent Non-Executive Director of Eclipx Group Limited, where he also chairs its Audit and Risk Management Committee and is a member of its Remuneration Committee, Yowie Group Limited and has recently been appointed Chair of Brighte Capital Pty Limited, a start-up company financing residential solar and batteries. He will be retiring from the board of Aon Superannuation Pty Ltd, the trustee of the Aon Master Trust, on 31 August 2016. He was also a member of FINSIA’s Corporate Finance Advisory Group Committee for ten years until December 2013. Trevor is a consultant to PPB Advisory. Prior to Trevor's Non-Executive roles, he had senior executive positions in the investment banking and corporate advisory sector, including Executive Director – Corporate Finance at SBC Warburg (now UBS) for over 8 years, Director at Baring Brothers Australia for one year and as a Corporate Finance Partner at KPMG for nearly 12 years. At the time of his retirement from KPMG in December 2011, he was the lead partner in its National Mergers and Acquisitions group. From 1997 – 2000 he was Director - Business Development for Cellarmaster Wines, having responsibility for the integration and performance of a number of acquisitions made outside Australia in that period. He was appointed as a Director in July 2013.
- Other current Directorships: Non-Executive Alternate Director, Company Secretary and Public Officer of Australian Fresh Milk Holdings Pty Limited and Fresh Dairy One Pty Limited. Non-Executive Director of Peet Funds Management Limited, Yowie Hong Kong Holdings Pty Limited, Peet Flagstone Pty Limited and Brighte Capital Pty Limited.
Former Directorships (last 3 years): Australian Childcare Projects Limited, Juvenile Diabetes Research Association. Special responsibilities: Chairman of the Audit Risk & Compliance Committee and a member of the Remuneration Committee. Interests in shares: 68,593.
5
Freedom Foods Group Limited Directors' report 30 June 2016
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| Name: | Mr Michael R. Perich. |
|---|---|
| Title: | Alternate Non-Executive Director. |
| Qualifications: | B AppSci (SysAg). |
| Experience and expertise: | Director of Arrovest Pty Limited, Leppington Pastoral Company, one of Australia's largest dairy |
| producers, and various other entities associated with Perich Enterprises Pty Limited. Former | |
| Director of Contract Beverages Packers of Australia Pty Limited, a joint venture controlled | |
| equally by the Company and Arrovest, Director of Australian Dairy Conference and Graduate | |
| Member of the Australian Institute of Company Directors post nominals. He was appointed as | |
| an alternate Director in March 2009. | |
| Other current Directorships: | Non-Executive Director of Australian Fresh Milk Holdings Pty Limited, Milk Holdings Pty |
| Limited, Fresh Dairy One Pty Limited, Australian Fresh Milk Pty Limited. | |
| Former Directorships (last 3 years): | None. |
| Special responsibilities: | None. |
| Interests in shares: | 99,107,422. |
'Other current Directorships' quoted above are current Directorships for listed entities only and excludes Directorships of all other types of entities, unless otherwise stated.
'Former Directorships (last 3 years)' quoted above are Directorships held in the last 3 years for listed entities only and excludes Directorships of all other types of entities, unless otherwise stated.
Company secretaries
Managing Director, Mr Rory J.F. Macleod held the position of Company Secretary during and at the end of the financial year. Mrs Sharon Maguire is the Assistant Company Secretary.
The position of Company Secretary will be assumed by the Chief Financial Officer from 1 September 2016.
Meetings of Directors
The number of meetings of the Company's Board of Directors ('the Board') and of each Board committee held during the year ended 30 June 2016, and the number of meetings attended by each Director were:
| Full Board | Audit, Risk & Compliance | Audit, Risk & Compliance | Remuneration & Nomination | Remuneration & Nomination | ||
|---|---|---|---|---|---|---|
| Attended | Held | Attended | Held | Attended | Held | |
| Perry R. Gunner | 10 | 10 | 4 | 6 | 1 | 1 |
| Rory J.F. Macleod (i) | 10 | 10 | 6 | 6 | 1 | 1 |
| Anthony M. Perich | 9 | 10 | - | - | - | - |
| Ronald Perich | 10 | 10 | 3 | 6 | 1 | 1 |
| Melvyn Miles (ii) | - | 1 | - | - | - | - |
| Trevor J. Allen | 10 | 10 | 6 | 6 | 1 | 1 |
| Michael R. Perich | 8 | 10 | - | - | - | - |
Held: represents the number of meetings held during the time the Director held office or was a member of the relevant committee.
(i) R.J.F. Macleod attended the Audit, Risk and Compliance Committee meetings at the invitation of the Audit, Risk and Compliance Committee.
(ii) Melvyn Miles resigned as Non-Executive Director on 14 August 2015.
6
Freedom Foods Group Limited Directors' report 30 June 2016
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Remuneration report (audited)
The remuneration report details the key management personnel remuneration arrangements for the Group, in accordance with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all Directors.
The remuneration report is set out under the following main headings:
-
Principles used to determine the nature and amount of remuneration
-
Details of remuneration
-
Service agreements
-
Share-based compensation
-
Group performance, shareholder wealth and Directors and key management personnel remuneration
-
Additional disclosures relating to key management personnel
Principles used to determine the nature and amount of remuneration
Remuneration arrangements for key management personnel of the Company and Group (‘the Directors and Executives’) are set competitively to attract and retain appropriately qualified and experienced Directors and Executives. As part of its agreed mandate, the Remuneration and Nomination Committee obtains independent advice when required on the appropriateness of remuneration packages given trends in comparable companies and the objectives of the Consolidated Entity's remuneration strategy.
During the year, the Remuneration and Nomination Committee obtained independent advice from Crichton + Associates Pty Limited in relation to current and future remuneration policies and structures for the Company and the Group.
The remuneration structures explained below are designed to attract suitably qualified candidates. The remuneration structures take into account:
-
The capability and experience of the Directors and Executives;
-
The Directors and Executives' ability to control the relevant operational performance; and
-
The amount of incentives within each Director and Executive's remuneration.
Managing Director and Executives
Fixed remuneration consists of base remuneration (which is calculated on a total cost basis and includes any FBT charges related to employee benefits including motor vehicles), as well as employer contributions to superannuation funds.
The Managing Director and Executives remuneration levels are reviewed annually by the Remuneration and Nomination Committee through a process that considers the overall performance of the Group.
Performance based remuneration
Performance based remuneration is at the discretion of the Remuneration and Nomination Committee. These can take the form of share options or cash bonuses although the Company's preference is to link performance and service to a long term incentive arrangement through the Company's Employee Share Option Plan (ESOP).
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Freedom Foods Group Limited Directors' report 30 June 2016
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The ESOP allows the Company to grant options over shares to all Directors (excluding Mr Ronald and Anthony M. Perich) and permanent full time or part time employees, or their respective nominees, of a company in the Group (‘Group Companies’), which includes related bodies corporate of the Company and a body corporate in which the Company has voting power of 20% or more, whom the Board determines to be eligible to participate. The Board believes that options granted are appropriate to aligning key executive performance with long term performance and growth of the Company. The options on issue at 30 June 2016 that are unvested will vest over a period of 5 years and relate to an employee's service period only with the exception to the performance based options detailed below. Each employee share option converts into one ordinary share of the Parent on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry. There are no vesting conditions attached to the options issued at 30 June 2016 other than continuing employment within the Group and the vesting details for options issued to Mr Rory J.F. Macleod and Mr Amine Haddad, refer to Share-based compensation on page 10.
Non-Executive Directors
The maximum aggregate amount of fees that can be paid to Non-Executive Directors is subject to approval by shareholders at an Annual or Extraordinary General Meeting. Total fees for all Non-Executive Directors, last voted upon by shareholders in June 2013, was not to exceed $500,000 in total. Total fees paid to Non-Executive Directors for 2016 was $368,720 (2015: $443,475). To align Director interests with shareholder interests, the Directors are encouraged to hold shares in the Company.
For the year ended 30 June 2016, the Chairman receives approximately 1.2 times the base fee of Non-Executive Directors. The Deputy Chairman receives approximately 1.1 times the base fee of Non-Executive Directors. Non-Executive Directors do not receive performance related remuneration. Directors' fees cover all main Board activities including Committee Fees. There are no termination or retirement benefits for Non-Executive Directors.
During the year, the Remuneration and Nomination Committee obtained independent advice from Crichton + Associates Pty Limited in relation to current and future remuneration policies and structures for the Company and the Group. As a result, the fees for Directors in FY 2017 will be adjusted to reflect market practice for comparable listed companies. The fees will also include separate fees for the Chairman of the Audit, Risk and Compliance Committee.
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the Group are set out in the following tables.
The key management personnel of the Group consisted of the following Directors of Freedom Foods Group Limited:
-
Perry R. Gunner - Chairman and Non-Executive Director
-
Rory J.F. Macleod - Managing Director and Chief Executive Officer
-
Anthony M. Perich - Deputy Chairman and Non-Executive Director
-
Ronald Perich - Non-Executive Director
-
Melvyn Miles - Non-Executive Director (resigned on 14 August 2015)
-
Trevor J. Allen - Non-Executive Director
-
Michael Perich - Alternate Non-Executive Director for Anthony M. Perich and Ronald Perich
Executive Officers
-
Amine Haddad - CEO, Commercial Operations Australasia
-
Tim Moses - Group General Manager, Group Operations
In making an assessment of the key management personnel, a review of the roles performed by various senior management was undertaken. This review took into consideration senior management members' ability to plan, direct and control the principle activities of the Group. The result of this review is that Tim Moses, Group General Manager, Group Operations, has been added to the key management personnel while Michael Bracka, CEO, Freedom Foods North America, is no longer considered key management personnel.
The benefits of each Director who held office and other key management personnel for the year ended 30 June 2016 are as follows:
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Freedom Foods Group Limited Directors' report 30 June 2016
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| 2016 Non-Executive Directors: Perry R. Gunner Anthony M. Perich Ronald Perich Melvyn Miles (1) Trevor J. Allen Michael Perich (alternate) Executive Directors: Rory J.F. Macleod Other Key Management Personnel: Amine Haddad Tim Moses |
Short-term benefits Salary Directors fees $ $ - 86,758 - 77,626 - 68,493 - 11,416 - 68,493 - 23,945 400,692 - 350,692 - 233,192 - 984,576 336,731 |
Short-term benefits Salary Directors fees $ $ - 86,758 - 77,626 - 68,493 - 11,416 - 68,493 - 23,945 400,692 - 350,692 - 233,192 - 984,576 336,731 |
Post-employment benefits Superannuation $ 8,242 7,374 6,507 1,084 6,507 2,275 19,308 19,308 19,308 |
Long-term benefits Long service leave $ - - - - - - - - - |
Share-based payments Options $ - - - - - - 280,135 168,081 - |
Total $ 95,000 85,000 75,000 12,500 75,000 26,220 700,135 538,081 252,500 |
|---|---|---|---|---|---|---|
| 984,576 | 336,731 |
89,913 |
- |
448,216 | 1,859,436 |
(1) The Director fees for Melvyn Miles were paid up until his resignation date, 14 August 2015.
| 2015 Non-Executive Directors: Perry R. Gunner Anthony M. Perich Ronald Perich Melvyn Miles Trevor J. Allen Executive Directors: Rory J.F. Macleod Other Key Management Personnel: Amine Haddad Michael Bracka (1) |
Short-term benefits Salary Directors fees $ $ - 95,000 - 85,000 - 75,000 - 75,000 - 75,000 389,550 - 331,203 - 402,261 - 1,123,014 405,000 |
Short-term benefits Salary Directors fees $ $ - 95,000 - 85,000 - 75,000 - 75,000 - 75,000 389,550 - 331,203 - 402,261 - 1,123,014 405,000 |
Post-employment benefits Superannuation $ 9,025 8,075 7,125 7,125 7,125 18,783 18,783 - |
Long-term benefits Long service leave $ - - - - - - - - |
Share-based payments Options $ - - - - - 60,443 43,062 48,856 |
Total $ 104,025 93,075 82,125 82,125 82,125 468,776 393,048 451,117 |
|---|---|---|---|---|---|---|
| 1,123,014 | 405,000 |
76,041 |
- |
152,361 | 1,756,416 |
(1) Michael Bracka was a resident in North America and his salary in USD was $335,000, the above is the converted AUD amount. Superannuation contributions were not due or payable.
No bonus payments are payable to Executive Directors or other key management personnel with respect to the financial year ended 30 June 2016. The remuneration is fixed in the above tables.
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Freedom Foods Group Limited Directors' report 30 June 2016
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Service agreements
Neither the Managing Director nor any other Executive has a fixed term contract. All senior executive management are employed under contract. The agreements outline the components of the remuneration paid to executives, including annual review. The agreements do not obligate the business to increase fixed remuneration, pay a short term incentive, make termination benefits or offer a long term incentive in any given year. The Company may terminate the contract at any time without notice if serious misconduct has occurred. Where termination with cause occurs, the executive is only entitled to that portion of remuneration that is fixed, and only up to the date of termination. The agreements may be terminated by written notice from either party or by the employing entity within the Group making a payment in lieu of notice. The notice periods are 9 months for the Managing Director, 6 months for CEO, Commercial Operations Australasia and 3 months for Group General Manager, Group Operations. Other notice periods for other executives are between 1 and 2 months.
Share-based compensation
Employee Share Options
| Fair value | ||||
|---|---|---|---|---|
| Number of shares | per option | |||
| Grant date | under option | Expiry date | Exercise price | at grant date |
| 30 August 2012 | 350,000 | 30 August 2017 | $0.60 | $0.066 |
| 1 July 2013 | 1,380,667 | 1 July 2018 | $1.65 | $0.181 |
| 1 July 2015 | 4,000,000 | 30 June 2020 | $2.92 | $1.195 |
| Number | Fair value ($) | |||
| during the | during the | |||
| year | year | |||
| Recipients | 2016 | 2016 | ||
| Rory J.F. Macleod - Issued 1 July 2015 | 2,500,000 | 2,987,500 | ||
| Amine Haddad - Issued 1 July 2015 | 1,500,000 | 1,792,500 |
There is no performance criteria that need to be met in relation to 30 August 2012 and 1 July 2013 series options granted above. The options detailed above vest over a period of 3 years and relate to an employee's service period only.
The holders of these options do not have the right by virtue of the option, to participate in any share issue or interest issue of any other body corporate or registered scheme.
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Freedom Foods Group Limited Directors' report 30 June 2016
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At the AGM on 30 October 2014, approval was granted for 2,500,000 options under the Employee Share Option Plan to be issued to Mr Rory J.F Macleod, Managing Director on 1 July 2015. Unlike the options on issue at 30 June 2015, these options will have a 5 year exercise period and will vest based on the achievement of Group Company EBDITA performance within the 5 year exercise period per the below:
750,000 on achievement of audited Group EBDITA of A$38 million; 750,000 on achievement of audited Group EBDITA of A$45 million; and 1,000,000 on achievement of audited Group EBDITA of A$57 million.
The audited Group EBDITA will be adjusted for any material acquisition or divestment. Since the grant of the options, the Company acquired Popina Foods and assets associated with the Darlington Point Mill (DP Mill). As a result, the Group EBDITA performance targets have been adjusted to the following:
750,000 on achievement of audited Group EBDITA of A$42 million; 750,000 on achievement of audited Group EBDITA of A$49 million; and 1,000,000 on achievement of audited Group EBDITA of A$61 million.
In the final year of the 5 year exercise period for the options granted to Mr Rory J.F. Macleod (and other options issued under the same conditions to Mr Amine Haddad), any options deemed vested on the basis of a preliminary Group EBDITA for 30 June 2020 will be allowed to be exercised based on achievement of an Group EBDITA at 30 June 2020 up and until the audited Group EBDITA at 30 June 2020 is confirmed no later than 30 September 2020.
The options have been valued using an independent valuation from Ian S. Crichton (BA, FCA, MFTA), Principal, Crichton + Associates Pty Limited. The valuation and annual expense has been reflected in the Statement of profit or loss and comprehensive income.
Group performance, shareholder wealth and Directors and key management personnel remuneration
The remuneration policy of the Company and Group is at the discretion of the Remuneration and Nomination Committee.
The earnings of the Group for the five years to 30 June 2016 are summarised below:
| 2016 | 2015 | 2014 | 2013 | 2012 | |
|---|---|---|---|---|---|
| $'000 | $'000 | $'000 | $'000 | $'000 | |
| Gross sales revenue* | 213,833 | 129,502 | 122,722 | 115,514 | 72,556 |
| Operating EBITDA** | 21,526 | 16,420 | 15,289 | 11,600 | 5,447 |
| Operating net profit** | 10,818 | 4,970 | 12,518 | 6,351 | 3,305 |
| Profit after income tax | 50,631 | 56,631 | 12,132 | 13,722 | 3,012 |
EPS (Fully Diluted for CRPS) on operating net profit |
6.06 | 3.14 | 8.15 | 5.40 | 3.32 |
- Gross sales revenues in the table above differs from the reported revenue, as the gross sales revenue above includes intercompany sales eliminated from the statutory reported revenue from sale of goods figure. This treatment reflects the Group’s arm’s length trading policy between Group activities.
** Operating EBITDA/Operating net profit excludes the non-operating charges and gains with an add back of the non-cash employee share option expense of $448,000, elimination of the gain on disposal of a2MC investment $25 million and fair value gain on conversion of convertible notes to shares of $22 million.
| 2016 | 2015 | 2014 | 2013 | 2012 | |||
|---|---|---|---|---|---|---|---|
| Share price at financial year end ($) | 4.06 | 2.96 | 2.76 | 1.65 | 0.60 | ||
| Total dividends declared (cents per share) | 3.25 | 3.00 | 2.50 | 2.00 | 0.50 | ||
| Basic earnings per share (cents per share) | 29.52 | 37.11 | 8.65 | 14.73 | 3.88 | ||
| Diluted earnings per share (cents per share) |
28.54 | 35.99 | 8.14 | 11.96 | 3.03 |
11
Freedom Foods Group Limited Directors' report 30 June 2016
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With regard to a rapidly expanding and growing Company, the Remuneration and Nomination Committee has undertaken a review of the Company’s remuneration strategy and framework that provides for alignment with the Company’s business and growth strategy. The review included obtaining independent advice will include a focus on the mix of fixed versus variable remuneration and measures and targets for both short term and long term incentive plans. The new framework will be introduced from FY 2017.
Additional disclosures relating to key management personnel
Key management personnel equity holdings
The number of shares in the Company held during the financial year by each Director and other members of key management personnel of the Group, including their personally related parties, is set out below:
| Ordinary shares Perry R. Gunner Rory J.F. Macleod Anthony M. Perich Ronald Perich Melvyn Miles * Trevor J. Allen Michael Perich Amine Haddad Tim Moses |
Balance at the start of the year 853,157 1,824,482 86,938,153 86,938,153 335,410 61,178 86,938,153 669,999 - |
Received on exercise of options - 966,667 - - - - - 716,666 100,000 |
Dividend reinvestment plan - 975 930,451 930,451 - - 930,451 877 - |
Other changes during the year (71,588) (1,137,637) 11,238,818 11,238,818 (335,410) 7,415 11,238,818 (194,580) - |
Balance at the end of the year 781,569 1,654,487 99,107,422 99,107,422 - 68,593 99,107,422 1,192,962 100,000 |
|---|---|---|---|---|---|
| 264,558,685 | 1,783,333 |
2,793,205 |
31,984,654 |
301,119,877 |
-
Anthony M. Perich, Ronald Perich and Michael Perich (as their alternate) are Joint Managing Directors of Arrovest Pty Limited, an entity holding direct interest in the Group.
-
** Melvyn Miles ceased to be a key management personnel on 14 August 2016 due to his resignation as Director.
-
*** Perry R. Gunner disposed of 200,000 shares to satisfy trustee requirements to re-weight his superannuation portfolio. Rory J.F. Macleod disposed of 1,175,000 shares to fund income tax payments, portfolio management, employee share option exercise and repayment of loans relating to shareholdings. The disposals are included in other changes during the year.
Directors and key management personnel shareholdings increased during the year as a result of the Company issuing new shares under the Placement and Entitlement Offer during October 2015.
Employee share options in the Group
The number of options over ordinary shares in the Company held during the financial year by each Director and other members of key management personnel of the Group, including their personally related parties, is set out below:
| Options over ordinary shares Rory J.F. Macleod Amine Haddad Tim Moses |
Balance at the start of the year 966,667 716,666 175,000 |
Granted 2,500,000 1,500,000 - |
Exercised (966,667) (716,666) (100,000) |
Expired/ forfeited/ lapsed - - - |
Balance at the end of the year 2,500,000 1,500,000 75,000 |
|---|---|---|---|---|---|
| 1,858,333 | 4,000,000 |
(1,783,333) |
- | 4,075,000 |
12
Freedom Foods Group Limited Directors' report 30 June 2016
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| Options over ordinary shares Rory J.F. Macleod Amine Haddad Tim Moses |
Vested and exercisable - - 75,000 |
Unvested and unexercisable 2,500,000 1,500,000 - |
Balance at the end of the year 2,500,000 1,500,000 75,000 |
|---|---|---|---|
| 75,000 | 4,000,000 |
4,075,000 |
All share options issued to key management personnel were made in accordance with the provisions of the ESOP.
No Director or senior management personnel of the Group appointed during the year received a payment as part of his or her consideration for agreeing to hold the position.
Indemnity and insurance of officers
The group has not, during or since the financial year, in respect of any person who is or has been an officer of the Company or a related body corporate:
-
indemnified or made any relevant agreement for indemnifying against liability incurred as an officer, including costs and expenses in successfully defending legal proceedings; or
-
paid or agreed to pay, a premium in respect of a contract insuring against a liability incurred as an officer for the costs or expenses to defend legal proceedings; with the exception of the following matter.
During the financial year the Group paid premiums to insure each of the Directors against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of an officer of the Group. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
Indemnity and insurance of auditor
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity.
Proceedings on behalf of the Company
No person has applied to the Court under Section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.
13
Freedom Foods Group Limited Directors' report 30 June 2016
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Non-audit services
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in Note 35 to the financial statements.
The Directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.
The Directors are of the opinion that the services as disclosed in Note 35 to the financial statements do not compromise the external auditor's 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 Company and have been reviewed and approved to ensure that 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 the Code of Conduct APES 110 Code of Ethics for Professional Accountants issued by The Accounting Professional & Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a management or decision making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards.
Rounding of amounts
The Company is of a kind referred to in Australian Securities and Investments Commission (ASIC) Corporations Rounding in Financial/Directors' Reports) Instrument 2016/191, dated 24 March 2016, and in accordance with that Corporations Instrument amounts in the Directors' report are rounded off to the nearest thousand dollars, unless otherwise indicated.
Auditor's independence declaration
A copy of the auditor's independence declaration as required under Section 307C of the Corporations Act 2001 is set out immediately after this Directors' report.
This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the Directors
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Perry R. Gunner Chairman
Rory J.F. Macleod Managing Director and Chief Executive Officer
31 August 2016 Sydney
14
Freedom Foods Group Limited Corporate Governance Statement 30 June 2016
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Corporate Governance
Freedom Foods Group Limited (‘the Company’) continued to follow best practice recommendations as set out by the ASX Corporate Governance Council. Where the Company has not followed best practice for any recommendation, explanation is given in the Corporate Governance Statement which is available on the Company’s website at http://www.ffgl.com.au/.
15
Deloitte Touche Tohmatsu A.C.N. 74 490 121 060
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Grosvenor Place 225 George Street Sydney NSW 2000 PO Box N250 Grosvenor Place Sydney NSW 1217 Australia
The Board of Directors Freedom Foods Group Limited 80 Box Road Taren Point NSW 2229
DX 10307SSE Tel: +61 (0) 2 9322 7000 Fax: +61 (0) 2 9322 7001 www.deloitte.com.au
31 August 2016
Dear Board Members
Freedom Foods Group Limited
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Freedom Foods Group Limited.
As lead audit partner for the audit of the financial statements of Freedom Foods Group Limited for the financial year ended 30 June 2016, I declare that to the best of my knowledge and belief, there have been no contraventions of:
-
(i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
-
(ii) any applicable code of professional conduct in relation to the audit.
Yours sincerely
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DELOITTE TOUCHE TOHMATSU
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Andrew J Coleman Partner Chartered Accountants
16
Liability limited by a scheme approved under Professional Standards Legislation. A member of Deloitte Touche Tohmatsu Limited.
Freedom Foods Group Limited Statement of profit or loss and other comprehensive income For the year ended 30 June 2016
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| Note Revenue Revenue from sale of goods 5 Cost of sales Gross profit Other income Gain from reclassification of a2MC investment 29 Other gains and losses 6 Gain from disposal of a2MC investment 29 Fair value gain on conversion of options in PDG 36 Expenses Marketing expenses Selling and distribution expenses Administrative expenses Depreciation Acquisition costs Other expenses Net finance costs Share of profits/(losses) of associates accounted for using the equity method 28 Profit before income tax expense Income tax expense 13 Profit after income tax expense for the year Other comprehensive income Items that will not be reclassified subsequently to profit or loss Gain on the revaluation of land and buildings, net of tax 20 Items that may be reclassified subsequently to profit or loss Revaluation of investment in a2MC, net of tax 29 Foreign currency translation 20 Fair value movement in a2MC investment, net of tax 20 Reclassification to profit or loss on disposal of a2MC investment 20 Other comprehensive income for the year, net of tax Total comprehensive income for the year Profit for the year is attributable to: Non-controlling interest Owners of Freedom Foods Group Limited |
Consolidated 2016 2015 $'000 $'000 170,444 91,460 (119,763) (58,385) 50,681 33,075 307 896 - 53,148 658 - 24,529 - 22,353 - (3,964) (4,264) (17,352) (12,221) (9,421) (5,040) (6,439) (3,354) (1,227) - (2,232) - (1,151) (218) 372 (42) 57,114 61,980 (6,483) (5,349) 50,631 56,631 - 1,026 - 5,841 (279) (193) 16,281 - (22,122) - (6,120) 6,674 44,511 63,305 139 - 50,492 56,631 50,631 56,631 |
|---|---|
| 50,681 | |
| 307 - 658 24,529 22,353 (3,964) (17,352) (9,421) (6,439) (1,227) (2,232) (1,151) 372 |
|
| 57,114 (6,483) |
|
| 50,631 - - (279) 16,281 (22,122) |
|
| (6,120) | |
| 44,511 | |
| 139 50,492 |
|
| 50,631 |
The above Statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
17
Freedom Foods Group Limited Statement of profit or loss and other comprehensive income For the year ended 30 June 2016
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| Note Total comprehensive income for the year is attributable to: Non-controlling interest Owners of Freedom Foods Group Limited Basic earnings per share 7 Diluted earnings per share 7 |
Consolidated 2016 2015 $'000 $'000 139 - 44,372 63,305 44,511 63,305 |
Consolidated 2016 2015 $'000 $'000 139 - 44,372 63,305 44,511 63,305 |
|---|---|---|
| 44,511 | 63,305 |
|
| Cents 29.52 28.54 |
Cents 37.11 35.99 |
The above Statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
18
Freedom Foods Group Limited Statement of financial position As at 30 June 2016
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| Note Assets Current assets Cash and cash equivalents 21 Trade and other receivables 8 Inventories 10 Derivative financial instruments 9 Other assets Prepayments Total current assets Non-current assets Investments accounted for using the equity method 28 Investment in a2MC 29 Property, plant and equipment 11 Intangibles 12 Deferred tax 14 Loans due from associated entities Total non-current assets Total assets Liabilities Current liabilities Trade and other payables 16 Borrowings 23 Derivative financial instruments 17 Income tax 15 Provisions Other liabilities Total current liabilities Non-current liabilities Payables Borrowings 24 Deferred tax 14 Provisions Other liabilities Total non-current liabilities Total liabilities Net assets |
Consolidated 2016 2015 $'000 $'000 63,908 2,329 45,661 25,303 46,213 24,475 92 - 1,053 1,700 3,281 2,094 160,208 55,901 6,163 4,432 - 72,618 224,351 103,430 70,435 21,488 2,920 - 61 13,136 303,930 215,104 464,138 271,005 |
Consolidated 2016 2015 $'000 $'000 63,908 2,329 45,661 25,303 46,213 24,475 92 - 1,053 1,700 3,281 2,094 160,208 55,901 6,163 4,432 - 72,618 224,351 103,430 70,435 21,488 2,920 - 61 13,136 303,930 215,104 464,138 271,005 |
|---|---|---|
| 160,208 | 55,901 |
|
| 6,163 - 224,351 70,435 2,920 61 |
4,432 72,618 103,430 21,488 - 13,136 |
|
| 303,930 | 215,104 |
|
| 464,138 | 271,005 |
|
| 49,577 32,437 381 11,568 3,148 938 |
18,779 22,025 - 8,316 1,776 193 |
|
| 98,049 | 51,089 |
|
| 52 71,393 - 591 6,235 |
52 30,890 2,785 260 - |
|
| 78,271 | 33,987 |
|
| 176,320 | 85,076 |
|
| 287,818 | 185,929 |
The above Statement of financial position should be read in conjunction with the accompanying notes
19
Freedom Foods Group Limited Statement of financial position As at 30 June 2016
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| Note Equity Issued capital 18 Non-controlling interest Reserves 20 Retained profits Total equity |
Consolidated 2016 2015 $'000 $'000 169,106 99,028 (7,541) - (2,274) 3,398 128,527 83,503 287,818 185,929 |
Consolidated 2016 2015 $'000 $'000 169,106 99,028 (7,541) - (2,274) 3,398 128,527 83,503 287,818 185,929 |
|---|---|---|
| 287,818 | 185,929 |
The above Statement of financial position should be read in conjunction with the accompanying notes
20
Freedom Foods Group Limited Statement of cash flows For the year ended 30 June 2016
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| Note Cash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Cash generated from operations Interest received Interest and other finance costs paid Receipts of government grants Income taxes paid Net cash from operating activities 22 Cash flows from investing activities Payment for purchase of business, net of cash acquired 36 Payments for property, plant and equipment 11 Purchase of shares in associated entity Advances to associates Repayment of loan by associate Proceeds from disposal of associate shares Investment in equity interest 28 Net cash used in investing activities Cash flows from financing activities Proceeds from issue of equity instruments of the company 18 Payment of share issue costs Dividends paid 19 Proceeds/(repayments) of borrowings Payment of related party balances Net cash from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Cash and cash equivalents at the end of the financial year 21 |
Consolidated 2016 2015 $'000 $'000 166,813 87,104 (153,458) (78,797) 13,355 8,307 1,216 10 (6,203) (1,691) - 371 (2,675) (960) 5,693 6,037 (39,423) - (63,103) (49,625) - (529) (71) (2,758) 100 1,200 90,229 107 (5,760) - (18,028) (51,605) 66,800 1,264 (1,685) (77) (1,256) (1,155) 10,362 43,088 (307) (96) 73,914 43,024 61,579 (2,544) 2,329 4,873 63,908 2,329 |
|---|---|
| 13,355 1,216 (6,203) - (2,675) |
|
| 5,693 | |
| (39,423) (63,103) - (71) 100 90,229 (5,760) |
|
| (18,028) | |
| 66,800 (1,685) (1,256) 10,362 (307) |
|
| 73,914 | |
| 61,579 2,329 |
|
| 63,908 |
The above Statement of cash flows should be read in conjunction with the accompanying notes
21
Freedom Foods Group Limited Statement of changes in equity For the year ended 30 June 2016
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| Consolidated Balance at 1 July 2014 Profit after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Transactions with owners in their capacity as owners: Issue of ordinary shares under employee share option plan (Note 18) Issue of ordinary shares in accordance with the dividend reinvestment plan (Note 18) Share issue costs (Note 18) Related income tax (Note 18) Share-based payments (Note 20) Dividends paid (Note 19) Balance at 30 June 2015 |
Issued capital $'000 94,419 - - |
Reserves $'000 (3,636) - 6,674 |
Non- controlling interest $'000 - - - |
Retained profits $'000 31,450 56,631 - |
Total equity $'000 122,233 56,631 6,674 |
|---|---|---|---|---|---|
| - 1,264 3,422 (110) 33 - - |
6,674 - - - - 360 - |
- - - - - - - |
56,631 - - - - - (4,578) |
63,305 1,264 3,422 (110) 33 360 (4,578) |
|
| 99,028 | 3,398 |
- |
83,503 | 185,929 |
The above Statement of changes in equity should be read in conjunction with the accompanying notes
22
Freedom Foods Group Limited Statement of changes in equity For the year ended 30 June 2016
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| Consolidated Balance at 1 July 2015 Profit after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Transactions with owners in their capacity as owners: Issue of ordinary shares under employee share option plan (Note 18) Issue of ordinary shares in accordance with the dividend reinvestment plan (Note 18) Issue of ordinary shares from an entitlement offer (Note 18) Share issue costs (Note 18) Related income tax (Note 18) Additional non-controlling interests arising on the acquisition of Pactum Dairy Group Share based payments (Note 20) Dividends paid (Note 19) Balance at 30 June 2016 |
Issued capital $'000 99,028 - - |
Reserves $'000 3,398 - (6,120) |
Non- controlling interest $'000 - 139 - |
Retained profits $'000 83,503 50,492 - |
Total equity $'000 185,929 50,631 (6,120) |
|---|---|---|---|---|---|
| - 1,420 4,262 65,466 (1,185) 115 - - - |
(6,120) - - - - - - 448 - |
139 - - - - - (7,680) - - |
50,492 - - - - - - - (5,468) |
44,511 1,420 4,262 65,466 (1,185) 115 (7,680) 448 (5,468) |
|
| 169,106 | (2,274) |
(7,541) | 128,527 | 287,818 |
The above Statement of changes in equity should be read in conjunction with the accompanying notes
23
Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 1. General information
The financial statements of Freedom Foods Group Limited (‘Group’ or ‘Company’) for the year ended 30 June 2016 was authorised for issue in accordance with resolution of Directors on 31 August 2016.
Freedom Foods Group Limited is a company incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange (ASX). The Company is trading under the symbol 'FNP'.
The nature of the operations and principal activities of the Group are described in Note 3.
The financial statements were authorised for issue, in accordance with a resolution of Directors, on 31 August 2016. The Directors have the power to amend and reissue the financial statements.
Note 2. Significant accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out either in the respective notes or below. These policies have been consistently applied to all the years presented, unless otherwise stated.
New and amended standards adopted by the Group
The Group has adopted all relevant new and amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) which are effective for annual reporting periods beginning on or after 1 July 2015. None of the new standards or amendments to standards that are mandatory for the first time materially affected any of the amounts recognised in the current period or any prior period and they are not likely to significantly affect future periods.
The following accounting policies have been adopted in the preparation and presentation of the financial statements.
(a) Statement of compliance
These financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001, Accounting Standards and Interpretations, and comply with other requirements of the law. The financial statements comprise the consolidated financial statements of the Group. For the purposes of preparing the consolidated financial statements, the Company is a for-profit entity. Accounting Standards include Australian Accounting Standards. Compliance with Australian Accounting Standards ensures that the financial statements and notes of the Company and the Group comply with International Financial Reporting Standards (IFRS).
(b) Basis of preparation
The financial statements have been prepared on the historical cost basis, except for the revaluation of certain non-current assets and financial instruments. Cost is based on the fair values of the consideration given in exchange for assets.
The Company is of the kind referred to in the Australian Securities and Investments Commission Corporations (Rounding in Financial/ Directors' Reports) Instrument, dated 24 March 2016, and in accordance with that Corporations Instrument amounts in the financial statements are rounded off to the nearest thousand dollars, unless otherwise indicated.
The financial statements are presented in Australian dollars.
(c) Basis of consolidation
The Consolidated financial statements incorporate the financial statements of Freedom Foods Group Limited and its subsidiaries as at 30 June each year (‘the Group’). Control is achieved where the Company:
-
has power over the investee;
-
is exposed, or has rights, to variable returns from its involvement with the investee; and
-
has the ability to use its power to affect its returns.
24
Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 2. Significant accounting policies (continued)
The results of subsidiaries acquired or disposed of during the year are included in the Consolidated Statement of profit or loss and comprehensive income from the effective date of acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group.
All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.
The non-controlling interests in the investments of Freedom Foods North America Inc. and Pactum Dairy Group Pty Limited are entitled to their proportionate share of that entity's net assets, profits and losses and other comprehensive income during the period. The amounts attributable to the non-controlling interests are not separately disclosed as the financial statements are rounded to the nearest thousand dollars under Australian Securities and Investments Commission Corporations Instrument 2016/191.
(d) Business combinations
Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The cost of the business combination is measured as the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition related costs are recognised in profit and loss as incurred. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under AASB 3 'Business Combinations' are recognised at their fair values at the acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with AASB 5 'Non-current Assets Held for Sale and Discontinued Operations', which are recognised and measured at fair value less costs to sell.
Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If, after reassessment, the Group's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognised immediately in profit or loss.
The interest of minority shareholders in the acquiree is initially measured at the minority's proportion of the net fair value of the assets, liabilities and contingent liabilities recognised.
(e) Financial instruments
Recognition of investments
Investments are initially measured at fair value, net of transaction costs, except for those financial assets carried at fair value through profit and loss, which are initially measured at fair value when the related contractual rights or obligations exist. Subsequent to initial recognition these investments are measured as set out below.
Loans and receivables
Loans and receivables have fixed or determinable payments that are not quoted in an active market and are measured at amortised cost using the effective interest rate method, less any impairment. Interest income is recognised by applying the effective interest rate.
Available for sale financial assets
Available for sale financial assets include any financial assets not included in the above categories. Available for sale financial assets are reflected at fair value. Unrealised gains and losses arising from changes in fair value are taken directly to equity.
Financial instruments held for trading
Derivative financial instruments such as forward foreign exchange contracts are included under this classification. The Group does not designate any derivatives as hedges in a hedging relationship.
25
Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 2. Significant accounting policies (continued)
(f) Key estimates and judgement areas
In applying the Group’s accounting policies, the Directors are required to make estimates, judgements and assumptions that affect the amounts reported in the financial report.
The estimates, judgments and assumptions are based on historical experience, adjusted for current conditions and other factors that are believed to be reasonable under the circumstances and reviewed on a regular basis. The actual results may differ from these estimates.
The estimate and judgements which involve a higher degree of complexity or that have a higher likelihood of causing adjustment to the carrying amounts of assets and liabilities are included in the following notes
-
Note 11: Estimates of useful life’s of assets
-
Note 12 : Determining the recoverable amounts of assets
-
Note 36 : Business combinations and the application of the requirements of control
Revisions to accounting estimates are recognised in the period in which the estimate is revised.
Issued Standards and Interpretations not early adopted
The below lists the Standards and amendments to Standards that were available for early adoption and were applicable to the Group. The reported results and financial position of the Group are not expected to change on adoption of any of the amendments to current standards listed below as they do not result in any changes to the Group’s existing accounting policies.
AASB 9 (2014) ‘Financial Instruments’, and the relevant amending standards.
This Standard is applicable to annual reporting periods beginning on or after 1 January 2018. The Standard replaces all previous versions of AASB 9 and completes the project to replace IAS 39 ‘Financial Instruments: Recognition and Measurement’. AASB 9 introduces new classification and measurement models for financial assets. New simpler hedge accounting requirements are intended to more closely align the accounting treatment with the risk management activities of the entity. New impairment requirements will use an ‘expected credit loss’ model to recognise an allowance. The Group will adopt this standard from 1 July 2018 but the impact of its adoption is yet to be assessed.
AASB 2015-1 ‘Amendments to Australian Accounting Standards – Annual Improvements to Australian Accounting Standards 20122014 Cycle’; AASB 2014-10 ‘Amendments to Australian Accounting Standards – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture’; AASB 2014-9 ‘Amendments to Australian Accounting Standards – Equity Method in Separate Financial Statements’; AASB 2014-4 ‘Amendments to Australian Accounting Standards – Clarification of Acceptable Methods of Depreciation and Amortisation’
These Standards are applicable to annual reporting periods beginning on or after 1 January 2016.
AASB 15 ‘Revenue from Contracts with Customers’ and AASB 2014-5 ‘Amendments to Australian Accounting Standards arising from AASB 15’
This Standard is applicable to annual reporting periods beginning on or after 1 January 2018. The Standard provides a single Standard for revenue recognition. The core principle of the Standard is that an entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Group will adopt this Standard from 1 July 2018 but the impact of its adoption is yet to be assessed.
AASB 16 ‘Leases’
This Standard is applicable to annual reporting periods beginning on or after 1 January 2019. AASB 16 provides a comprehensive model for the identification of lease arrangements and their treatment in the financial statements of both lessees and lessors. The accounting model for lessees will require lessees to recognise all leases on balance sheet, except for short-term leases and leases of low value assets. The Group will adopt this standard from 1 July 2019 but the impact of its adoption is yet to be assessed.
26
Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 3. Operating segments
The Group is organised into five segments which is the basis on which the Group reports and the principal products and services of each of these operating segments are as follows:
Freedom Foods - Cereal, Snacks A range of products for consumers including allergen free (ie. gluten free, wheat free, nut free), and Branded Plant Based nutritional oat based, low sugar or salt, highly fortified or functional. The product range covers Beverages breakfast cereals, snack bars, soy, almond and rice beverages and other complimentary products. These products are manufactured and sold in Australia and overseas. Pactum - Plant Based Beverages A range of UHT (long life) food and beverage products including liquid stocks, soy, rice, almond and dairy milk beverages. These products are manufactured and sold in Australia and overseas. Pactum Dairy Group - Dairy A range of UHT (long life) dairy milk beverage products. These products are manufactured and sold Beverages in Australia. Paramount - Specialty Seafood A range of canned seafood covering sardines, salmon and specialty seafood. These products are manufactured overseas and sold in Australia and overseas. Freedom Foods North America - A range of products for consumers including allergen free (ie. gluten free, wheat free, nut free) low Cereal and Snacks sugar, or salt, or highly fortified or functional. These products are manufactured in Australia and sold in North America.
The 'Unallocated Shared Services' group consists of the Group's other operating segments that are not separately reportable as well as various shared service functions.
Operating segments are identified on the basis of internal reports about components of the Group that are regularly reviewed by the Board of Directors in its capacity as the chief operating decision maker of the Group in order to allocate resources to the segments and assess their performance.
Intercompany sales are eliminated in the Group's statutory results, however are included in the segment analysis as this is how the Group conducts its business operations.
In the year ending 30 June 2017 and consistent with upgrades to the Company's Information Technology platform, the Company will change its segmented reporting to reflect its core business categories:
-
Cereal and Snacks (including branded and non branded);
-
Plant Based Beverages (including branded and non branded);
-
Dairy Beverages;
-
Specialty Seafood; and
-
Other.
The following is an analysis of the Group's revenue and results by reportable operating segment for the periods under review, together with prior year comparatives:
27
Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 3. Operating segments (continued)
| Consolidated - 2016 Revenue Sales to external customers Intercompany sales elimination Total sales revenue Total revenue EBDITA Convertible loan note & interest income Share of associates profit Shared services including ESOP Other income Depreciation and amortisation Net finance costs Gain on a2MC investment (net costs) Acquisition costs re Popina Foods Acquisition costs re DP Mill Other expenditure Fair value uplift in conversion options Profit/(loss) before income tax expense Income tax expense Profit after income tax expense |
Freedom Specialty Freedom Foods Unallocated Shared Foods Pactum PDG Seafood North America Services $'000 $'000 $'000 $'000 $'000 $'000 84,250 35,402 36,500 12,404 1,888 - 2,494 20,594 70 - - (23,158) |
Total $'000 170,444 0 |
|---|---|---|
| 86,744 55,996 36,570 12,404 1,888 (23,158) |
170,444 | |
| 86,744 55,996 36,570 12,404 1,888 (23,158) |
170,444 | |
| 10,632 11,296 2,002 2,025 (857) - - - - - - 157 - - - - - 372 - - - - - (4,339) - - - - - 150 (2,859) (1,700) (911) - - (969) - - - - - (1,308) - - - - - 24,529 - - - - - (835) - - - - - (392) - - - - - (2,232) - 22,353 - - - 0 |
25,098 157 372 (4,339) 150 (6,439) (1,308) 24,529 (835) (392) (2,232) 22,353 |
|
| 7,773 31,949 1,091 2,025 (857) 15,133 |
57,114 (6,483) |
|
| 50,631 |
28
Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 3. Operating segments (continued)
| Consolidated - 2016 Assets Unallocated assets: Investment in associate Total assets Acquisition of businesses Segment assets Liabilities Total liabilities Unallocated liabilities: Acquisition of businesses Segment liabilities |
Freedom Specialty Freedom Foods Foods Pactum PDG Seafood North America $'000 $'000 $'000 $'000 $'000 184,852 141,084 93,140 17,461 1,448 |
Unallocated Shared Services Total $'000 $'000 19,990 457,975 6,163 6,163 |
|---|---|---|
| - - - - - (56,112) - (92,695) - - |
||
| 464,138 | ||
| (148,807) | ||
| 128,740 141,084 445 17,461 1,448 |
26,153 315,331 |
|
| 35,649 25,965 62,998 274 316 |
51,118 176,320 - (81,483) |
|
| (12,046) - (69,437) - - |
||
| 23,603 25,965 (6,439) 274 316 |
51,118 94,837 |
29
Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 3. Operating segments (continued)
| Consolidated - 2015 Revenue Sales to external customers Intercompany sales elimination Total sales revenue Total revenue EBDITA Depreciation and amortisation Shared services Net finance costs Gain on a2MC investment Convertible loan Note interest Other income Share of equity accounted associates Profit/(loss) before income tax expense Income tax expense Profit after income tax expense Assets Segment assets Unallocated assets: Shared services Investment in associate Investment in a2MC Total assets Total assets includes: Investments in associates Acquisition of non-current assets Liabilities Segment liabilities Unallocated liabilities: Shared services Total liabilities* |
Freedom Specialty Freedom Foods Unallocated Foods Pactum Seafood North America Shared Services Total $'000 $'000 $'000 $'000 $'000 $'000 46,934 30,164 12,802 1,560 - 91,460 1,229 18,436 - (19,665) - |
Freedom Specialty Freedom Foods Unallocated Foods Pactum Seafood North America Shared Services Total $'000 $'000 $'000 $'000 $'000 $'000 46,934 30,164 12,802 1,560 - 91,460 1,229 18,436 - (19,665) - |
|---|---|---|
| 48,163 48,600 12,802 1,560 (19,665) 91,460 |
||
| 48,163 48,600 12,802 1,560 (19,665) 91,460 |
||
| 3,350 10,457 2,535 (903) - 15,439 (1,920) (1,316) - - (118) (3,354) - - - - (3,889) (3,889) - - - - (218) (218) - - - - 53,148 53,148 - - - - 525 525 - - - - 371 371 - - - - (42) (42) |
||
| 1,430 9,141 2,535 (903) 49,777 |
61,980 (5,349) |
|
| 86,622 67,272 19,141 1,707 - |
||
| 56,631 | ||
174,742 19,213 4,432 72,618 |
||
| - - - - 72,618 |
||
| 271,005 | ||
72,618 |
||
| 15,160 29,933 - - 4,530 |
49,623 |
|
| 24,398 38,232 5,494 2,491 - |
70,615 14,461 |
|
| 85,076 |
- The segment liabilities include finance leases, debtor finance facilities and multi advance facilities relevant to the appropriate operating segment.
All operating segments are conducted in Australia, with the exception of Freedom Foods North America, which operates in North America.
Revenue generated by equity accounted associates from external sales is not consolidated, instead under the equity method of accounting, the carrying amounts of interest in joint venture entities are increased or decreased to recognise the Group's share of postacquisition profits or losses and other changes in net assets of the joint venture/minority interest.
30
Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 3. Operating segments (continued)
As a consequence of gaining control over PDG on 1 January 2016, the results of PDG have been shown as a separate segment of the Group, refer to Note 36 for further detail.
86% of total external sales of the Consolidated Group are generated in Australia (2015: 94%) and 40% of total external sales (2015: 56%) are through major Australian retailers.
Total profit/(loss) from equity accounted associates for the period totalled $(1,384,141) (2015: $(4,200,000)). The Group's share of these profits/(losses) was $372,000 (2015: $(42,000)).
Information about major customers
Included in revenues arising from external sales of $170.4 million (2015: $91.5 million) (see segment revenue above) are revenues of approximately $114.9 million (2015: $51.5 million) which arose from sales to the Group’s two largest customers. No other single customers contributed 10% or more to the Group’s revenue for both 2016 and 2015.
Note 4. Expenses
| Profit before income tax includes the following specific expenses: Research and development costs expensed Superannuation expenses Share-based payments expense Employee benefits expense excluding superannuation and share-based payment expense |
Consolidated 2016 2015 $'000 $'000 1,073 500 1,914 1,254 448 360 14,231 6,860 |
Consolidated 2016 2015 $'000 $'000 1,073 500 1,914 1,254 448 360 14,231 6,860 |
|---|---|---|
| 1,914 | 1,254 |
|
| 448 | 360 |
|
| 14,231 | 6,860 |
Note 5. Revenue
| Consolidated | Consolidated | |
|---|---|---|
| 2016 | 2015 | |
| $'000 | $'000 | |
| Revenue | ||
| Revenue from sale of goods | 170,444 | 91,460 |
Significant accounting policies
Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for terms, rebates and other similar allowances.
Sale of goods
Revenue from the sale of goods is recognised when all the following conditions are satisfied:
-
the significant risks and rewards of ownership of the goods have been transferred;
-
the amount of revenue can be measured reliably;
-
it is probable the revenue will be received; and
-
the costs incurred or to be incurred in respect of the transaction can be measured reliably.
31
Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 6. Other gains and losses
| Net foreign exchange gains Net gains on financial assets held at fair value through profit or loss Net losses on financial liabilities held at fair value through profit or loss Other losses |
Consolidated 2016 2015 $'000 $'000 660 - 76 - (63) - (15) - 658 - |
Consolidated 2016 2015 $'000 $'000 660 - 76 - (63) - (15) - 658 - |
|---|---|---|
| 658 | - |
Other gains and losses in 2015 were reported in revenue from sale of goods in the amount of $95,477.
Note 7. Earnings per share
| Profit after income tax Non-controlling interest Profit after income tax attributable to the owners of Freedom Foods Group Limited Share-based payments expense Profit after income tax attributable to the owners of Freedom Foods Group Limited used in calculating diluted earnings per share Weighted average number of ordinary shares used in calculating basic earnings per share Adjustments for calculation of diluted earnings per share: CRPS ESOP Weighted average number of ordinary shares used in calculating diluted earnings per share Basic earnings per share Diluted earnings per share |
Consolidated 2016 2015 $'000 $'000 50,631 56,631 (139) - 50,492 56,631 448 360 50,940 56,991 |
Consolidated 2016 2015 $'000 $'000 50,631 56,631 (139) - 50,492 56,631 448 360 50,940 56,991 |
|---|---|---|
| 50,492 448 |
56,631 360 |
|
| 50,940 | 56,991 |
|
| Number 171,052,844 114,217 7,333,740 |
Number 152,587,346 141,205 5,637,970 |
|
| 178,500,801 | 158,366,521 |
|
| Cents 29.52 28.54 |
Cents 37.11 35.99 |
At 30 June 2016, there were 181,527,335 ordinary shares (2015: 154,624,900) on issue and 101,627 convertible redeemable preference shares (2015: 137,027).
At 30 June 2016, there were nil unlisted ordinary share options (2015: nil). There were 5,662,333 employee share options outstanding (2015: 4,316,669), nil exercisable at $0.40 per share (2015: 1,416,667), 350,000 exercisable at $0.60 per share (2015: 1,375,002), 1,312,333 exercisable at $1.65 per share (2015: 1,525,000) and 4,000,000 exercisable at $2.92 per share (2015: nil).
32
Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 7. Earnings per share (continued)
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Freedom Foods Group Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, as well as the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
Note 8. Current assets - trade and other receivables
| Trade receivables Less: provision for impairment of receivables Other receivables |
Consolidated 2016 2015 $'000 $'000 39,978 21,935 (69) - 39,909 21,935 5,752 3,368 45,661 25,303 |
Consolidated 2016 2015 $'000 $'000 39,978 21,935 (69) - 39,909 21,935 5,752 3,368 45,661 25,303 |
|---|---|---|
| 39,909 | 21,935 |
|
| 5,752 | 3,368 |
|
| 45,661 | 25,303 |
The average credit period on sales of goods is 39 days (2015: 45 days). No interest is charged on trade receivables. No allowance has been made for estimated irrecoverable trade receivable amounts arising from past sale of goods, determined by reference to past default experience. During the current financial year, the allowance for doubtful debts increased by $69,000 (2015: decreased by $59,000) in the Group. The allowance for doubtful debts/impaired trade receivables as at 30 June 2016 is $69,000 (2015: nil). The Group does not hold any collateral over these balances.
Customers with balances past due but without provision for impairment of receivables amount to $10,359,000 (2015: $2,228,000).
The current receivables for the Group have a weighted average of 35 days (2015: 33 days). Management considers that there are no indications as of the reporting date that the debtors will not meet their payment obligations.
The past due but not impaired receivables for the Group have a weighted average of 77 days (2015: 33 days). These relate to a number of customers for whom there is no recent history of default and other indicators of impairment.
The Group does not have significant risk exposure to any one debtor; however 52% (2015: 56%) of sales and 46% (2015: 68%) of year end receivables are concentrated in major supermarkets throughout Australia.
Note 9. Current assets - derivative financial instruments
| Forward foreign exchange contracts Refer to Note 25 for further information on financial instruments. |
Consolidated 2016 2015 $'000 $'000 92 - |
Consolidated 2016 2015 $'000 $'000 92 - |
|---|---|---|
33
Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 10. Current assets - inventories
| Raw materials - at cost Finished goods - at cost Less: provision for impairment |
Consolidated 2016 2015 $'000 $'000 26,921 10,436 19,242 14,039 50 - 46,213 24,475 |
Consolidated 2016 2015 $'000 $'000 26,921 10,436 19,242 14,039 50 - 46,213 24,475 |
|---|---|---|
| 46,213 | 24,475 |
All inventories of the Group are expected to be recovered within a 12 month period.
The cost of inventories recognised as an expense during the year in respect of continuing operations was $119,763,486 (2015: $58,384,951).
Significant accounting policies
Inventories are measured at the lower of cost and net realisable value.
Costs incurred in bringing each product to its present location and condition are accounted for as follows:
-
Raw materials: purchase cost on a first in, first out basis.
-
Manufactured finished goods: cost of direct materials, direct labour and an appropriate proportion of manufacturing variable and fixed overheads based on normal operating capacity but excluding borrowing costs.
-
Purchased finished goods: purchase cost on a weighted average cost basis.
-
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
Note 11. Non-current assets - property, plant and equipment
| Freehold land - at independent valuation Buildings - at independent valuation Less: accumulated depreciation Plant and equipment - at cost Less: accumulated depreciation Add: capital work in progress - at cost Motor vehicles - under lease Less: accumulated depreciation |
Consolidated 2016 2015 $'000 $'000 5,379 254 10,840 5,446 (891) - 9,949 5,446 126,392 64,150 (31,746) (16,643) 114,212 50,154 208,858 97,661 416 109 (251) (40) 165 69 224,351 103,430 |
Consolidated 2016 2015 $'000 $'000 5,379 254 10,840 5,446 (891) - 9,949 5,446 126,392 64,150 (31,746) (16,643) 114,212 50,154 208,858 97,661 416 109 (251) (40) 165 69 224,351 103,430 |
|---|---|---|
| 10,840 (891) |
5,446 - |
|
| 9,949 | 5,446 |
|
| 126,392 (31,746) 114,212 |
64,150 (16,643) 50,154 |
|
| 208,858 | 97,661 |
|
| 416 (251) |
109 (40) |
|
| 165 | 69 |
|
| 224,351 | 103,430 |
34
Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 11. Non-current assets - property, plant and equipment (continued)
Movements in the carrying amounts of each class of property, plant and equipment between the beginning and the end of the current financial year:
| Consolidated Balance at 1 July 2014 Additions Revaluation adjustment Depreciation write back on revaluation Additions through capital work in progress Depreciation expense Balance at 30 June 2015 Additions Additions through business combinations (Note 36) Additions through capital work in progress Disposals Depreciation expense Balance at 30 June 2016 |
Freehold Land $'000 254 - - - - - |
Buildings $'000 4,102 - 596 869 - (121) |
Plant & Equipment $'000 50,712 12,658 - - 37,496 (3,205) |
Motor Vehicles $'000 9 88 - - - (28) |
Total $'000 55,077 12,746 596 869 37,496 (3,354) |
|---|---|---|---|---|---|
| 254 4,336 789 - - - |
5,446 5 4,829 - - (331) |
97,661 2,700 50,517 64,058 (17) (6,061) |
69 143 - - - (47) |
103,430 7,184 56,135 64,058 (17) (6,439) |
|
| 5,379 | 9,949 |
208,858 |
165 |
224,351 |
- Included in additions is $949,000 (2015: $617,192) of capitalised interest.
Significant accounting policies
The Leeton site is carried at fair value as at 30 June 2016, less any subsequent accumulated depreciation. Fair value is determined on the basis of an independent valuation which is carried out regularly by an external valuation expert, based on discounted cash flows or capitalisation of net income, as appropriate.
Plant and equipment, motor vehicles and equipment under finance lease are stated at cost less accumulated depreciation and impairment.
Capital work in progress is stated at cost.
Depreciation is calculated on a straight line basis so as to write off the net cost of each asset over its expected useful life to its estimated residual value. The estimated useful lives, residual values and depreciation method are reviewed at the end of each annual reporting period, with the effect of any changes recognised on a prospective basis. Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, the term of the relevant lease.
The gain or loss arising on disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
Accounting estimates
The following depreciation rates are used in the calculation of depreciation:
| Buildings | 2-6% |
|---|---|
| Plant and equipment | 4-25% |
| Leased plant and equipment | 4-20% |
| Motor vehicles | 15-33% |
| Leased motor vehicles |
15-33% |
35
Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 12. Non-current assets - intangibles
| Goodwill* Brand names |
Consolidated 2016 2015 $'000 $'000 54,161 5,214 16,274 16,274 70,435 21,488 |
Consolidated 2016 2015 $'000 $'000 54,161 5,214 16,274 16,274 70,435 21,488 |
|---|---|---|
| 16,274 | 16,274 |
|
| 70,435 | 21,488 |
*Goodwill increased by $48,947,000 due to acquisitions during the year. Refer to Note 36 for further details.
Significant accounting policies
Goodwill has been allocated for impairment testing purposes to the following cash generating units:
-
Specialty Seafood
-
Freedom Foods
-
Popina Foods
-
PDG
The Consolidated Entity carries an amount of $16,274,000 of brand names with indefinite useful lives allocated between the Specialty Seafood and Freedom Foods cash generating units. The brand names relate to established major brands purchased as part of business combinations and are considered to be market leaders within their market segment. The brand names operate in a stable industry with a strong positioning in the consumer functional foods market. There was no goodwill associated to the Group's acquisition of Pactum Australia Pty Limited. Refer to Note 36 Business combinations, for the goodwill recognised on consolidation of PDG, Popina Foods and Darlington Point Mill after deducting deemed consideration from fair value of PDG's identifiable net liabilities.
The carrying amount of goodwill has been allocated to the identified cash-generating units as follows:
| Specialty Seafood Freedom Foods Popina Foods Darlington Point Mill PDG |
Consolidated 2016 2015 $'000 $'000 1,982 1,982 3,232 3,232 16,832 - 1,178 - 30,937 - 54,161 5,214 |
Consolidated 2016 2015 $'000 $'000 1,982 1,982 3,232 3,232 16,832 - 1,178 - 30,937 - 54,161 5,214 |
|---|---|---|
| 54,161 | 5,214 |
36
Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 12. Non-current assets - intangibles (continued)
Accounting estimates
The recoverable amounts of the cash generating units are determined based on a value in use calculation which uses cash flow projections based on financial budgets approved by management covering a five year period, a terminal value and a discount rate range between 8.80% - 15.00% pa post tax and between 12.57% - 21.43% pa pre-tax (2015: 8.55% - 9.02% pa post tax and 12.21% - 12.85% pre-tax).
Key assumptions used in the value in use calculations for cash generating units:
-
Budgeted market share - average market share in the period immediately before the budget period plus a growth percentage of market share per year. Management believes that the planned market share growth per year for the next four years is reasonable.
-
Budgeted gross margin - average gross margins achieved in the period immediately before the budget period is consistent with that used by management.
The recoverable amount for PDG, given its development nature, is determined using a fair value less costs to sell calculation which uses cash flow projections based on financial budgets approved by management covering a five year period and a terminal value. Cash flow projections during the budget period for the cash generating units are also based on the same expected gross margins during the budget period. The Group has used a discount rate of 12% pa post tax and 17.14% pa pre-tax. The discount rate is based on the weighted average cost of capital determined by prevailing or benchmarked market inputs and includes a risk premium considered appropriate to a newly established business in a development phase.
Impairment of goodwill and other intangible assets
Determining whether goodwill or other intangible assets are impaired requires an estimation of the value in use of the cash generating units to which the goodwill or other intangible assets have been allocated. The value in use calculation requires the Directors to estimate the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate the present value.
The value of the goodwill as at the end of the financial year was $54,161,000 (2015: $5,214,000), with no impairment loss charged against goodwill.
The value of other intangible assets as at the end of the financial year was $16,274,000 (2015: $16,274,000), with no impairment loss charged against the other intangible assets.
37
Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 13. Income tax expense
| Income tax expense Current tax Adjustments recognised in the current year in relation to the current tax of prior years Deferred tax expense/(income) relating to the origination and reversal of temporary differences Aggregate income tax expense Numerical reconciliation of income tax expense and tax at the statutory rate Profit before income tax expense Tax at the statutory tax rate of 30% Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Effect of revenue/expenses that are not deductible in determining taxable profit Effect of tax concessions (research and development) Tax impact on investment in a2MC Fair value gain on conversion of options in PDG Franking deficit tax Prior year research and development claim Income tax expense |
Consolidated 2016 2015 $'000 $'000 10,170 4,357 - 1,066 (3,687) (74) 6,483 5,349 57,114 61,980 17,134 18,594 (334) 209 (50) (50) (4,264) (14,470) (6,706) - 5,780 4,283 703 1,255 - (189) 6,483 5,349 |
|---|---|
| 6,483 | |
| 57,114 | |
| 17,134 (334) (50) (4,264) (6,706) |
|
| 5,780 703 - |
|
| 6,483 |
The tax rate used in the above reconciliation is the corporate tax rate of 30% payable by Australian corporate entities on taxable profits under Australian tax law. There has been no change in the corporate tax rate when compared with the previous reporting period.
| Deferred tax balances Deferred tax assets/(liabilities) comprises temporary differences attributable to: Property, plant and equipment Provisions Other Deferred tax assets related to recognised tax losses Withholding tax paid Investments Finance facilities in PDG Total deferred tax assets/(liabilities) |
Consolidated 2016 2015 $'000 $'000 (2,164) (633) 1,158 605 793 (78) 5,545 - - 38 - (2,717) (2,412) - 2,920 (2,785) |
|---|---|
| 2,920 |
38
Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 13. Income tax expense (continued)
Significant accounting policies
The Company and its wholly-owned Australian subsidiaries have formed a tax consolidated group and are therefore taxed as a single entity. The head entity within the tax consolidated group is Freedom Foods Group Limited. Income tax expense/benefit, deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the tax consolidated group are recognised in the separate financial statements of the members of the tax consolidated group using the 'separate taxpayer within group' approach by reference to the carrying amounts in the separate financial statements of each entity and the tax values applying under tax consolidation. Current tax liabilities and assets and deferred tax assets arising from unused tax losses and relevant tax credits of the members of the tax consolidated group are recognised by the Company (as head entity in the tax consolidated group).
Entities within the tax consolidated group have entered into a tax funding arrangement and a tax sharing agreement with the head entity. Under the terms of the tax funding arrangement, Freedom Foods Group Limited and each of the entities in the tax consolidated group has agreed to pay a tax equivalent payment to or from the head entity, based on the current tax liability or current tax asset of the entity.
The tax sharing agreement entered into between members of the tax consolidated group provides for the determination of the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations or if an entity should leave the tax consolidated group. The effect of the tax sharing agreement is that each member's liability for tax payable by the tax consolidated group is limited to the amount payable to the head entity under the tax funding arrangement.
Current tax
Current tax is calculated as the expected amount of income taxes payable or recoverable in respect of the taxable profit or loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting date.
Deferred tax
Deferred tax is accounted for on the basis of temporary differences between the tax base of an asset or liability and it's carrying amount in the statement of financial position. The tax base of an asset or liability is the amount attributed to that asset or liability for tax purposes.
In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from the initial recognition of goodwill.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in branches and associates and interests in joint ventures except where the Group is able to control the reversal of the temporary differences and it's probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with these investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.
39
Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 13. Income tax expense (continued)
Current and deferred tax for the period
Current and deferred tax is recognised as an expense or income in profit or loss, except when it relates to items credited or debited directly to equity, in which case the deferred tax is also recognised directly in equity, or where it arises from the initial accounting for a business combination, in which case it is taken into account in the determination of goodwill or excess.
Note 14. Non-current assets/(liabilities) - deferred tax
| Deferred tax asset/(liability) Movements: Opening balance Provisions Doubtful debts Property, plant and equipment Other Investments Tax losses recognised in PDG since 1 January 2016 Deferred tax liabilities acquired Deferred tax assets related to losses acquired Closing balance |
Consolidated 2016 2015 $'000 $'000 2,920 (2,785) (2,785) 385 553 82 - (18) (1,531) 384 833 95 2,717 (2,717) 75 (996) (2,412) - 5,470 - 2,920 (2,785) |
Consolidated 2016 2015 $'000 $'000 2,920 (2,785) (2,785) 385 553 82 - (18) (1,531) 384 833 95 2,717 (2,717) 75 (996) (2,412) - 5,470 - 2,920 (2,785) |
|---|---|---|
| (2,785) 553 - (1,531) 833 2,717 75 (2,412) 5,470 |
385 82 (18) 384 95 (2,717) (996) - - |
|
| 2,920 | (2,785) |
Note 15. Current liabilities - income tax
Income tax payable attributable to: entities in the tax consolidated group
| Consolidated | Consolidated |
|---|---|
| 2016 | 2015 |
| $'000 | $'000 |
| 11,568 | 8,316 |
Note 16. Current liabilities - trade and other payables
| Trade payables Other payables and accruals |
Consolidated 2016 2015 $'000 $'000 36,316 14,724 13,261 4,055 49,577 18,779 |
Consolidated 2016 2015 $'000 $'000 36,316 14,724 13,261 4,055 49,577 18,779 |
|---|---|---|
| 49,577 | 18,779 |
Refer to Note 25 for further information on financial instruments.
40
Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 16. Current liabilities - trade and other payables (continued)
Amounts not expected to be settled within the next 12 months
Payables to related parties - refer Note 32 Related party transactions
| Consolidated | Consolidated | |
|---|---|---|
| 2016 | 2015 | |
| $'000 | $'000 |
|
| 938 | 193 |
Trade payables are paid on average within 60 days of invoice date (2015: 60 days). No interest is charged on trade payables.
Note 17. Current liabilities - derivative financial instruments
| Forward foreign exchange contracts | Consolidated 2016 2015 $'000 $'000 381 - |
|---|---|
Refer to Note 25 for further information on financial instruments.
Note 18. Equity - issued capital
| Ordinary shares - fully paid Convertible redeemable preference shares - fully paid |
2016 Shares 181,527,335 101,627 |
Consolidated 2015 2016 Shares $'000 154,624,900 169,090 137,027 16 |
Consolidated 2015 2016 Shares $'000 154,624,900 169,090 137,027 16 |
2015 $'000 98,995 33 |
|---|---|---|---|---|
| 181,628,962 | 154,761,927 |
169,106 |
99,028 |
41
Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 18. Equity - issued capital (continued)
Movements in ordinary share capital
| Details Date Balance 1 July 2014 Employee share options exercised Employee share options exercised Employee share options exercised Convertible redeemable preference shares (CRPS) conversions Dividend reinvestment plan (DRP) shares Dividend reinvestment plan (DRP) shares Transaction costs Balance 30 June 2015 Employee share options exercised Employee share options exercised Employee share options exercised Convertible redeemable preference shares (CRPS) conversions Dividend reinvestment plan (DRP) shares Dividend reinvestment plan (DRP) shares Shares issued under the entitlement offer Transaction costs Balance 30 June 2016 Movements in convertible redeemable preference shares Details Date Balance 1 July 2014 Conversion to ordinary shares Transaction costs Balance 30 June 2015 Conversion to ordinary shares Transaction costs Balance 30 June 2016 |
Shares Issue price 150,645,371 2,350,000 $0.40 333,332 $0.60 75,000 $1.65 15,100 $0.30 604,193 $2.85 601,904 $2.83 - $0.00 154,624,900 1,416,667 $0.40 1,025,002 $0.60 144,333 $1.65 35,400 $0.30 645,194 $2.80 665,298 $3.69 22,970,541 $2.85 - $0.00 181,527,335 Shares Issue price 152,127 (15,100) $0.30 - $0.00 137,027 (35,400) $0.30 - $0.00 101,627 |
$'000 94,378 940 200 124 5 1,717 1,705 (74) |
|---|---|---|
| 98,995 567 615 238 11 1,807 2,455 65,466 (1,064) |
||
| 169,090 | ||
| $'000 41 (5) (3) |
||
| 33 (11) (6) |
||
| 16 |
Movements in convertible redeemable preference shares
Ordinary shares
Fully paid ordinary shares carry one vote per share and carry the right to dividends. Changes to the then Corporation Law abolished the authorised capital and par value concept in relation to share capital from 1 July 1988. Therefore, the Company does not have a limited amount of authorised capital and issued shares do not have a par value.
The DRP provides shareholders with the opportunity to receive ordinary shares, in lieu of cash dividends, at a discount (set by the Directors) from the market price at the time of issue.
42
Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 18. Equity - issued capital (continued)
Convertible redeemable preference shares (CRPS)
The CRPS are perpetual with no maturity, but redeemable after 3 years at the option of the Company. The CRPS are transferable and are convertible at the option of the CRPS holder. The dividend rate is 9.0% p.a. on the issue price of $0.30. It is a preferred, discretionary and non-cumulative dividend and CRPS holders have no claim or entitlement in respect of a non-payment.
Dividends are to be payable half-yearly in arrears. CRPS holders who convert their CRPS prior to a dividend payment date will not be entitled to any dividend for that part period in respect of that CRPS. However upon conversion to ordinary shares a holder who is on the register on the record date for a dividend payable in respect of ordinary shares will be entitled to the full ordinary dividend for that period. Dividends on the CRPS will be payable in April and November each year until converted or redeemed. CRPS holders are entitled to receive dividends in priority to holders of ordinary shares and equally with the holders of other CRPS that may be issued by Company on these terms.
CRPS are convertible into fully paid ordinary shares in the Company on the basis that each CRPS is convertible at the election of the CRPS holder into one ordinary share, subject to any restrictions imposed by the Corporations Act and ASX Listing Rules. There is no time limit within which CRPS must be converted. No additional consideration is payable on conversion.
Notwithstanding the right of holders of CRPS to convert at any time, all CRPS will convert into ordinary shares automatically on the occurrence of certain trigger events including certain transactions involving a change in control of Company, such as a takeover of Company or a scheme or merger between Company and another body.
The Company may redeem the CRPS, 3 years from the date of issue of the CRPS, being 16 December 2013, at its option for the payment per CRPS of the higher of:
-
the issue price of $0.30; and
-
an amount determined by the Board of the Company with reference to the value of a CRPS as determined by an independent expert appointed by the Board.
The Company at this time has no plans to redeem the remaining CRPS still on issue due to the expense of the process of redemption being significantly more than the current value of the CRPS on issue.
Share options granted under the employee share option plan (ESOP)
For information relating to the Freedom Foods Group Limited ESOP, including details of options issued, exercised and lapsed during the financial year and the options outstanding at year end, refer to Note 34.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents.
43
Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 19. Equity - dividends
Dividends
Dividends paid during the financial year were as follows:
| Final fully franked dividend for the year ended 30 June 2015 of 1.50 cents (2014: 1.50 cents) per ordinary share Dividends reinvested: fully franked at 30% tax rate Interim fully franked dividend for the year ended 30 June 2016 of 1.75 cents (2015: 1.50 cents) per ordinary share Dividends reinvested: fully franked at 30% tax rate Final fully franked dividend for the year ended 30 June 2015 of 1.35 cents (2014: 1.35 cents) per convertible redeemable preference share Interim fully franked dividend for the year ended 30 June 2016 of 1.35 cents (2015: 1.35 cents) per convertible redeemable preference share |
Consolidated 2016 2015 $'000 $'000 515 556 1,807 1,718 688 595 2,455 1,705 1 2 2 2 5,468 4,578 |
Consolidated 2016 2015 $'000 $'000 515 556 1,807 1,718 688 595 2,455 1,705 1 2 2 2 5,468 4,578 |
|---|---|---|
| 5,468 | 4,578 |
On 31 August 2016, the Directors declared a fully franked final dividend of 2.25 cents per share to the holders of fully paid ordinary shares in respect of the financial year ending 30 June 2016, which is to be paid to shareholders on 30 November 2016. The record date for determining the entitlement to the final dividend is 2 November 2016. The dividend has not been included as a liability in these financial statements. The total estimated dividend to be paid is $4,084,000.
On 31 August 2016, the Directors declared a fully franked final dividend of 1.35 cents per share to the holders of the convertible redeemable preference shares in respect of the financial year ending 30 June 2016, which is to be paid to shareholders on 30 November 2016. The record date for determining the entitlement to the final dividend is 2 November 2016. The dividend has not been included as a liability in these financial statements. The total estimated dividend to be paid is $1,372.
Franking credits
| Franking credits available for subsequent financial years based on a tax rate of 30% Franking debits that will arise from the payment of dividends declared subsequent to the reporting date based on a tax rate of 30% Net franking credits available based on a tax rate of 30% |
Consolidated 2016 2015 $'000 $'000 - - (1,225) (696) (1,225) (696) |
Consolidated 2016 2015 $'000 $'000 - - (1,225) (696) (1,225) (696) |
|---|---|---|
| - (1,225) |
- (696) |
|
| (1,225) | (696) |
44
Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 20. Equity - reserves
| Land and buildings revaluation reserve Investment revaluation reserve Foreign currency translation reserve Equity-settled employee benefits reserve Common control reserve |
Consolidated 2016 2015 $'000 $'000 1,499 1,499 - 5,841 (468) (189) 2,159 1,711 (5,464) (5,464) (2,274) 3,398 |
|---|---|
| (2,274) |
Land and buildings revaluation reserve
The land and buildings revaluation reserve arises on the revaluation of land and buildings. Where a revalued land or building is sold that portion of the asset revaluation reserve which relates to the asset, and is effectively realised, is transferred directly to retained earnings.
Investment revaluation reserve
The investment revaluation reserve is used to recognise increments and decrements in the fair value of the Group's investments in a2MC. This investment was disposed of during the year causing the reserve to be nil.
Foreign currency translation reserve
The foreign currency translation reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign operations to Australian dollars. It is also used to recognise gains and losses on hedges of the net investments in foreign operations.
Equity-settled employee benefits reserve
The equity-settled employee benefits reserve arises on the grant of share options to executives and senior employees under the Employee Share Option Plan. Amounts are transferred out of the reserve and into issued capital when the options are exercised. Further information about share based payments to employees is made in Note 34 to the financial statements.
Common control reserve
The common control reserve is used to account for acquisition of Pactum Australia by the Group. As a consequence, the difference between the fair value of the consideration paid and the existing book values of assets & liabilities of Pactum Australia has been debited to a common control reserve ($5,464,000). Upon disposal of all interests in Pactum Australia by the Group this reserve would be transferred to retained earnings.
45
Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 20. Equity - reserves (continued)
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
| Consolidated Balance at 1 July 2014 Land and building revaluation Revaluation of a2MC investment Foreign currency translation Share-based payments Balance at 30 June 2015 Foreign currency translation Fair value movement in a2MC investment, net of tax Reclassification of profit or loss on disposal of a2MC investment Share-based payments Balance at 30 June 2016 |
Land and buildings revaluation reserve $'000 473 1,026 - - - |
Investment revaluation reserve $'000 - - 5,841 - - |
Foreign currency translation reserve $'000 4 - - (193) - |
Equity-settled employee benefits reserve $'000 1,351 - - - 360 |
Common control reserve $'000 (5,464) - - - - |
Total $'000 (3,636) 1,026 5,841 (193) 360 |
|---|---|---|---|---|---|---|
| 1,499 - - - - |
5,841 - 16,281 (22,122) - |
(189) (279) - - - |
1,711 - - - 448 |
(5,464) - - - - |
3,398 (279) 16,281 (22,122) 448 |
|
| 1,499 | - |
(468) | 2,159 | (5,464) |
(2,274) |
Note 21. Current assets - cash and cash equivalents
Cash
| Consolidated | Consolidated |
|---|---|
| 2016 | 2015 |
| $'000 | $'000 |
| 63,908 | 2,329 |
46
Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 22. Reconciliation of profit after income tax to net cash from operating activities
| Profit after income tax expense for the year Adjustments for: Depreciation and amortisation Foreign exchange differences Fair value gain on conversion of options in PDG Gain on sale of a2MC disposal Business combination acquisition costs Share based payments Interest received Interest on associates loan Interest capitalised Share of loss/(profit) of associates Fair value gain on a2MC Movement for provision in employee entitlements Movements in working capital: Increase in trade and other receivables Increase in inventories Decrease in deferred tax assets Decrease in other operating assets Increase in trade and other payables Increase in provision for income tax Increase in other operating liabilities Net cash from operating activities |
Consolidated 2016 2015 $'000 $'000 50,631 56,631 6,439 3,354 13 - (22,353) - (24,529) - 1,227 - 448 360 - (10) (567) (1,086) (949) (617) (372) 42 - (53,148) 1,703 (429) (20,358) (5,727) (21,738) (5,508) - 3,170 647 95 31,454 4,749 3,252 4,161 745 - 5,693 6,037 |
|---|---|
| 5,693 |
Details of credit standby arrangements available and unused loan facilities are shown in Note 24 to the financial statements.
Non-cash financing and investing activities
In accordance with the Company's DRP, $4,262,530 was reinvested in the year to 30 June 2016 (2015: $3,422,483).
47
Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 23. Current liabilities - borrowings
| Loan payable Finance facilities Bank bill facilities Equipment financing liabilities |
Consolidated 2016 2015 $'000 $'000 18,082 5,698 - 12,143 9,100 1,650 5,255 2,534 32,437 22,025 |
Consolidated 2016 2015 $'000 $'000 18,082 5,698 - 12,143 9,100 1,650 5,255 2,534 32,437 22,025 |
|---|---|---|
| 32,437 | 22,025 |
Refer to Note 24 for further information on assets pledged as security and financing arrangements.
Refer to Note 25 for further information on financial instruments.
Note 24. Non-current liabilities - borrowings
| Loan payable Bank bill facilities Equipment financing liabilities |
Consolidated 2016 2015 $'000 $'000 3,023 - 37,529 16,500 30,841 14,390 71,393 30,890 |
Consolidated 2016 2015 $'000 $'000 3,023 - 37,529 16,500 30,841 14,390 71,393 30,890 |
|---|---|---|
| 71,393 | 30,890 |
Refer to Note 25 for further information on financial instruments.
Total secured liabilities
The total secured liabilities (current and non-current) are as follows:
| Loan payable Finance facilities Bank bill facilities Equipment financing liabilities |
Consolidated 2016 2015 $'000 $'000 21,105 5,698 - 12,143 46,629 18,150 36,096 16,924 103,830 52,915 |
Consolidated 2016 2015 $'000 $'000 21,105 5,698 - 12,143 46,629 18,150 36,096 16,924 103,830 52,915 |
|---|---|---|
| 103,830 | 52,915 |
Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 24. Non-current liabilities - borrowings (continued)
Assets pledged as security
The Company’s primary bank facilities are arranged with HSBC Bank Australia Limited with general terms and conditions. The facilities include debtor finance, trade finance and other term facilities. The bank facilities with HSBC are secured by a first equitable mortgage over the whole of the Group's assets and undertakings (including uncalled capital), (except items specifically discharged under equipment finance arrangements for assets held at Leeton, Dandenong and Taren Point facilities), and a first registered mortgage over the Group's Leeton and Ingleburn properties.
The equipment finance facilities relate to:
-
specific equipment operating at the Company’s Leeton, Dandenong and Taren Point facilities, arranged with both National Australia Bank and Westpac. These facilities are secured over the assets financed under the facility, which have been specifically discharged from the first registered mortgage held over the entire Group's property. The leases are over a period of 2 to 6 years and the final residual on the current leases will be due in 2020; and
-
specific equipment operating at the Pactum Dairy Group Shepparton facility, arranged with National Australia Bank. These facilities are secured over the assets financed under the facility, which have been specifically discharged from the first registered mortgage held over the entire Group's property. The leases are over a period of 5 years and the final residual on the current leases will be due in 2019;
Pactum Dairy Group has term facilities from National Australia Bank relating to trade finance and working capital requirements. These facilities are secured by a first equitable mortgage over the whole of Pactum Dairy Groups assets and undertakings (including uncalled capital), with guarantees provided by the shareholders of Pactum Dairy Group.
Financing arrangements
| Total facilities Loan payable Finance facilities Bank bill facilities Equipment financing liabilities Used at the reporting date Loan payable Finance facilities Bank bill facilities Equipment financing liabilities Unused at the reporting date Loan payable Finance facilities Bank bill facilities Equipment financing liabilities |
Consolidated 2016 2015 $'000 $'000 35,500 9,700 19,000 14,000 47,400 18,150 41,003 21,050 142,903 62,900 21,105 5,698 - 12,143 46,629 18,150 36,096 16,924 103,830 52,915 14,395 4,002 19,000 1,857 771 - 4,907 4,126 39,073 9,985 |
Consolidated 2016 2015 $'000 $'000 35,500 9,700 19,000 14,000 47,400 18,150 41,003 21,050 142,903 62,900 21,105 5,698 - 12,143 46,629 18,150 36,096 16,924 103,830 52,915 14,395 4,002 19,000 1,857 771 - 4,907 4,126 39,073 9,985 |
|---|---|---|
| 142,903 | 62,900 |
|
| 21,105 - 46,629 36,096 |
5,698 12,143 18,150 16,924 |
|
| 103,830 | 52,915 |
|
| 14,395 19,000 771 4,907 |
4,002 1,857 - 4,126 |
|
| 39,073 | 9,985 |
Unused financing facilities
The Company given its significant cash position has reduced its drawdown of short term debtor finance and trade finance financing. Fixed financing relating to specific assets such as land and buildings has been maintained. The Company has unused bank facilities relating to bank bills, trade finance, working capital and equipment finance requirements totalling $39 million.
49
Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 24. Non-current liabilities - borrowings (continued)
Interest rates are variable and subject to adjustment.
Note 25. Financial instruments
Capital Risk Management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of debt and equity balances.
The Group's overall strategy remains unchanged from 2015. The capital structure of the Group consists of debt, which includes the borrowings, cash and cash equivalents and equity attributable to equity holders of the parent comprising issued capital, reserves and retained earnings as disclosed in their respective notes.
Operating cash flows are used to maintain and expand the Group's manufacturing and distribution assets, as well as to make the routine outflows of tax, dividends and repayment of maturing debt. The Group's policy is to borrow centrally; using a variety of capital market issues and borrowing facilities, to meet anticipated funding requirements.
Market risk
The Group's activities expose it primarily to the financial risk of changes in foreign currency exchange rates and interest rates. The Group enters into forward exchange contracts to manage exposure to foreign currency risk for its imports and exports. There has been no change to the Group's exposure to market risks or the manner in which it manages and measures the risk.
Significant accounting polices
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 2 to the financial statements.
Forward foreign exchange contracts
The Group enters into forward foreign exchange contracts to buy specified amounts of foreign currencies in the future at stipulated exchange rates. The objective of entering into the forward exchange contracts is to protect the Group against unfavourable exchange rate movements for the contracted purchases and sales undertaken in foreign currencies.
The Group had entered into contracts (for terms not exceeding 12 months) to purchase finished goods from suppliers in the United States and Canada equipment from Europe and for sales receipts denominated in United States dollars from export customers. The contracts related to highly probable forecasted transactions for the purchase of inventory for the Specialty Seafood business (Salmon - USD and Sardines - CAD) and the Freedom Foods business (Spreads - USD and Almond paste - USD) with the purchase consideration being settled in the above currencies and on sales orders from export customers. The Group's objective in entering into forward foreign exchange contracts is to provide certainty to the income and cash flow implications for the designated foreign currency purchase, relating to purchase of inventory or other capital assets. The Group had USD 4,456,994 (Buy), USD 3,619,219 (Sell), CAD 377,640 (Buy) and EUR 4,130,144 (Buy) outstanding foreign exchange contracts as at 30 June 2016.
The Group does not adopt hedge accounting.
50
Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 25. Financial instruments (continued)
The following table details the forward foreign exchange contracts outstanding as at reporting date in Australian dollars:
| Sell Australian dollars | Sell Australian dollars | Average exchange rates | Average exchange rates | |
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| $'000 | $'000 | |||
| Buy US dollars | ||||
| Maturity: | ||||
| 0 - 3 months | 5,513 | 1,252 | 0.7422 | 0.7777 |
| 3 - 6 months | 485 | - | 0.7294 | - |
| Buy Canadian Dollars | ||||
| Maturity: | ||||
| 0 - 3 months | 390 | 337 | 0.9678 | 0.9457 |
| Buy Euros | ||||
| Maturity: | ||||
| 0 - 3 months | 4,487 | 520 | 0.6389 | 0.6212 |
| 3 - 6 months | 1,838 | - | 0.6313 | - |
| 6 - 12 months | 158 | - | 0.6276 | - |
| Sell US dollars | Average exchange rates | |||
| 2016 | 2015 | 2016 | 2015 | |
| $'000 | $'000 | |||
| Buy Australian dollars | ||||
| Maturity: | ||||
| 0 - 3 months | 3,422 | 1,715 | 0.7380 | 0.8640 |
| 3 - 6 months | 197 | 906 | 0.7347 | 0.8401 |
The following table details the forward foreign exchange contracts at fair value as at reporting date in Australian dollars:
| Buy US dollars - less than 3 months Buy CAD dollars - less than 3 months Buy Euros - less than 3 months Buy US dollars - 3-6 months Buy Euros - 3-6 months Buy Euros - 6-12 months Sell US dollars - less than 3 months Sell US dollars - 3-6 months Net fair value |
Consolidated 2016 2015 $'000 $'000 (65) 17 1 (1) (123) (49) (20) - (90) - (9) - 17 (152) - (162) (289) (347) |
Consolidated 2016 2015 $'000 $'000 (65) 17 1 (1) (123) (49) (20) - (90) - (9) - 17 (152) - (162) (289) (347) |
|---|---|---|
| (289) | (347) |
51
Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 25. Financial instruments (continued)
Foreign currency risk management
The carrying amount of the Group's foreign currency denominated financial assets and financial liabilities at the reporting date were as follows (in the respective foreign currency):
| Consolidated US dollar Canadian dollar Euro New Zealand dollar Chinese Yuan |
Assets 2016 2015 $'000 $'000 5,136 3,358 58 450 - - - - 9 122 |
Assets 2016 2015 $'000 $'000 5,136 3,358 58 450 - - - - 9 122 |
Liabilities 2016 2015 $'000 $'000 2,319 3,063 283 260 998 120 94 10 - - 3,694 3,453 |
Liabilities 2016 2015 $'000 $'000 2,319 3,063 283 260 998 120 94 10 - - 3,694 3,453 |
|---|---|---|---|---|
| 5,203 | 3,930 |
3,694 |
3,453 |
There have been no changes to the Group's exposure to foreign currency risks or the manner in which it manages and measures the risks from the previous period.
Foreign currency sensitivity analysis
The following table details the sensitivity to an increase/decrease in the Australian dollar against the relevant currencies in relation to foreign exchange exposures. Sensitivity rates of 5% (USD), 5% (CAD), 4% (NZD), 3% (EUR) and 5% (CNY) have been used as these represent management's assessment of a likely maximum change in foreign exchange rates.
A positive number indicates an increase in profit where the Australia Dollar strengthens against the respective currency. For a weakening of the Australia Dollar against the respective currency there would be an equal and opposite impact on the profit and the balances below would be negative.
| AUD strengthened Consolidated - 2016 % change Effect on profit before tax Effect on equity % change US dollar 5% (169) 169 5% Canadian dollar 5% 10 (10) 5% New Zealand dollar 4% 4 (4) 4% Euro 3% 52 (52) 3% Chinese Yuan 5% - - 5% (103) 103 AUD strengthened Consolidated - 2015 % change Effect on profit before tax Effect on equity % change US dollar 10% (57) 57 10% Canadian dollar 3% 2 (2) 3% New Zealand dollar 11% 1 (1) 11% Euro 5% 5 (5) 5% Chinese Yuan 6% (1) 1 6% (50) 50 |
AUD weakened Effect on profit before tax 185 (11) (4) (55) - |
Effect on equity (185) 11 4 55 - |
|---|---|---|
| 115 | (115) |
|
| AUD weakened Effect on profit before tax 69 (2) (1) (5) 2 |
Effect on equity (69) 2 1 5 (2) |
|
| 63 | (63) |
52
Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 25. Financial instruments (continued)
This is mainly attributable to the exposure outstanding on foreign currency receivables and payables at year end in the Consolidated Entity and the parent.
Interest rate risk management
The Group is exposed to interest rate risk as it borrows funds at both fixed and floating interest rates. The Group manages this risk by maintaining an appropriate mix between fixed and floating rate borrowings.
Exposures to interest rate risk, which is the risk that a financial instrument's value, its borrowing costs and interest income will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on those financial instruments are set out below:
| 2016 | 2015 | |||
|---|---|---|---|---|
| Weighted | Weighted | |||
| average | average | |||
| effective | effective | |||
| interest rate | Balance | interest rate | Balance | |
| Consolidated | % | $'000 | % | $'000 |
| Cash and cash equivalents | - | 63,908 | - | 2,329 |
| Loans due from related parties* | - | - | 8.00% | 14,836 |
| Loan payable | 4.10% | (67,734) | 4.77% | (23,848) |
| Finance facilities | - | - | 4.80% | (12,143) |
| Equipment financing facilities | 5.45% | (36,096) | 5.76% | (16,924) |
| (39,922) | (35,750) |
- Loans due from related parties are now owed by a subsidiary, refer to Note 36.
During the financial year there has been no change to the Group's interest rate risk exposure or the manner in which it manages and measures risks.
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the impact of 150 basis point increase in interest rates on exposure to interest rates as detailed in the above table.
The impact of a 150 basis point interest rate movement during the year with all other variables being held constant would be:
- an increase on the Consolidated Entity's net profit of $642,045 (2015: decrease of $116,340).
This is attributable to the Consolidated Entity's exposure to interest rates on its variable borrowings.
A 150 basis point movement represents management's assessment of the possible change in interest rates.
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Note 25. Financial instruments (continued)
Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted the policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults. The Group's exposure and the credit ratings of its counterparties are continuously monitored and the aggregate values of transactions concluded are spread amongst approved counterparties.
Credit risk from balances with banks and financial institutions is managed in accordance with a Board approved policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Board on an annual basis and may be updated throughout the year subject to approval of the Board. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through potential counterparty failure. The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.
The maximum exposure to credit risk, excluding the value of any collateral or other security, at statement of financial position date, to recognised financial assets of the Group which have been recognised on the statement of financial position is the carrying amount, net of any allowance for doubtful debts.
Liquidity risk management
Liquidity risk arises from the possibility that the Group may be unable to settle a transaction on the due date. The ultimate responsibility for liquidity risk management rests with the Board of Directors, who has built an appropriate liquidity risk management framework for the management of the Group's short, medium and long-term funding and liquidity management requirements. The Group manages risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecasts and actual cash flows and matching the maturity profiles of financial assets and liabilities.
Included in Note 24 is a listing of additional undrawn facilities that the Company and the Consolidated Entity has at their disposal to further reduce liquidity risk.
Unused borrowing facilities at the reporting date:
| Loan payable Finance facilities Bank bill facilities Equipment financing liabilities |
Consolidated 2016 2015 $'000 $'000 14,395 4,002 19,000 1,857 771 - 4,907 4,126 39,073 9,985 |
Consolidated 2016 2015 $'000 $'000 14,395 4,002 19,000 1,857 771 - 4,907 4,126 39,073 9,985 |
|---|---|---|
| 39,073 | 9,985 |
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Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 25. Financial instruments (continued)
The following table details the Consolidated Entity's remaining contractual maturity for its financial liabilities. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Consolidated Entity can be required to pay. The table includes both interest and principal cash flows.
| Weighted average effective interest rate Consolidated - 2016 % Non-derivatives Non-interest bearing Trade payables - Other payables - Interest-bearing - variable Loan payable 4.80% Interest-bearing - fixed rate Bank bill facilities 3.83% Equipment financing liabilities 5.45% Total non-derivatives Weighted average effective interest rate Consolidated - 2015 % Non-derivatives Non-interest bearing Trade payables - Other payables - Interest-bearing - variable Loan payable 5.29% Finance facilities 4.80% Interest-bearing - fixed rate Bank bill facilities 4.61% Equipment financing liabilities 5.76% Total non-derivatives |
Less than 1 year $'000 41,030 13,261 18,082 9,100 6,970 |
Between 1 and 5 years $'000 - 52 3,023 37,529 34,055 |
Remaining contractual maturities $'000 41,030 13,313 21,105 46,629 41,025 |
|---|---|---|---|
| 88,443 | 74,659 |
163,102 |
|
| Less than 1 year $'000 14,724 4,055 5,698 12,143 1,650 3,557 |
Between 1 and 5 years $'000 - 52 - - 16,500 15,680 |
Remaining contractual maturities $'000 14,724 4,107 5,698 12,143 18,150 19,237 |
|
| 41,827 | 32,232 |
74,059 |
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Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 25. Financial instruments (continued)
Fair value of financial instruments
The carrying amount of financial assets and financial liabilities recorded in the financial statements approximates their fair values.
The fair values of financial assets and financial liabilities are determined as follows:
-
the fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices; and
-
the fair value of other financial assets and financial liabilities (excluding derivatives instruments) are determined in accordance with generally accepted pricing models based on discounted cash flow analysis; and
-
the fair value of derivative instruments are calculated using quoted prices. Where such prices are not available use is made of discounted cash flow analysis using applicable yield curve for the duration of the instruments for non-optional derivatives and option pricing models for optional derivatives.
The Group enters into a variety of derivative financial instruments to manage its exposure to foreign exchange rate risk, including forward foreign exchange contracts. Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event, the timing of the recognition in profit or loss depends on the nature of the hedge relationship. The Group has not adopted hedge accounting during the financial year or previous corresponding period.
Financial risk management objectives
The Group's financial management team provides services to each of the group businesses, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risk (including currency risk and price risk), credit risk and liquidity risk.
The Group seeks to minimise the effects of these risks, by using derivative financial instruments to hedge these risk exposures. The use of financial derivatives is governed by the Group's policies approved by the Board of Directors, which provide written principles on foreign exchange risk, credit risk and the investment of excess liquidity. The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.
Gearing ratio
| Consolidated Debt (i) Cash and cash equivalents Net debt Equity (ii) Net debt to equity ratio |
2016 $'000 $'000 103,830 52,915 (63,908) (2,329) |
|---|---|
| 39,922 50,586 287,818 185,929 14% 27% |
(i) Debt is defined as long and short-term borrowings, as detailed in the notes to the financial statements. (ii) Equity includes all capital and reserves.
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Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 26. Capital and leasing commitments
| Lease commitments - operating Committed at the reporting date but not recognised as liabilities, payable: Within one year One to five years More than five years Lease commitments - finance Minimum future lease payments: Within one year One to five years Total commitment Less: Future finance charges Net commitment recognised as liabilities Representing: Equipment financing liabilities - current (Note 23) Equipment financing liabilities - non-current (Note 24) |
Consolidated 2016 2015 $'000 $'000 803 746 2,108 1,841 - 834 2,911 3,421 6,970 3,557 34,055 15,680 41,025 19,237 (4,929) (2,313) 36,096 16,924 5,255 2,534 30,841 14,390 36,096 16,924 |
Consolidated 2016 2015 $'000 $'000 803 746 2,108 1,841 - 834 2,911 3,421 6,970 3,557 34,055 15,680 41,025 19,237 (4,929) (2,313) 36,096 16,924 5,255 2,534 30,841 14,390 36,096 16,924 |
|---|---|---|
| 2,911 | 3,421 |
|
| 6,970 34,055 |
3,557 15,680 |
|
| 41,025 (4,929) |
19,237 (2,313) |
|
| 36,096 | 16,924 |
|
| 5,255 30,841 |
2,534 14,390 |
|
| 36,096 | 16,924 |
Note 27. Interests in subsidiaries
The Consolidated Statement of profit or loss and other comprehensive income and Statement of financial position of the entities party to the deed of cross guarantee is the Consolidated Statement of profit or loss and other comprehensive income and Statement of financial position included in the 2016 financial statements.
| Ownership | interest | ||
|---|---|---|---|
| Principal place of business / | 2016 | 2015 | |
| Name | Country of incorporation | % | % |
| Paramount Seafoods Pty Limited* | Australia | 100.00% | 100.00% |
| Freedom Foods Group Operations Pty Ltd (Formerly | |||
| Nutrition Ventures Pty Limited)* | Australia | 100.00% | 100.00% |
| Nutrition Ventures Financing Pty Limited* | Australia | 100.00% | 100.00% |
| Freedom Foods Pty Limited* | Australia | 100.00% | 100.00% |
| Pactum Australia Pty Limited* | Australia | 100.00% | 100.00% |
| Pactum Dairy Group Pty Limited** | Australia | 50.00% | 1.00% |
| Australian Natural Foods Holdings Pty Limited* | Australia | 100.00% | 100.00% |
| Thorpedo Foods Group Pty Limited | Australia | 100.00% | 100.00% |
| Thorpedo Foods Pty Limited | Australia | 75.00% | 75.00% |
| Thorpedo Seafoods Pty Limited | Australia | 75.00% | 75.00% |
| Freedom Foods North America Inc | North America | 80.00% | 80.00% |
| Popina (Vic) Pty Limited* |
Australia | 100.00% | - |
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Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 27. Interests in subsidiaries (continued)
-
These companies are members of the tax consolidated group.
-
** The investment in Pactum Dairy Group Pty Limited by Pactum Australia Pty Limited changed from 1% to 50% on 1 January 2016. Refer to Note 36.
Note 28. Investments accounted for using the equity method
Interests in associates are accounted for using the equity method of accounting. Information relating to associates that are material to the Group are set out below:
| Ownership | interest | ||
|---|---|---|---|
| Principal place of business / | 2016 | 2015 | |
| Name | Country of incorporation | % | % |
| Pactum Dairy Group Pty Limited (PDG) | Australia | 50.00% | 1.00% |
| Australian Fresh Milk Holdings Pty Limited (AFMH) | Australia | 10.00% | - |
Pactum Dairy Group Pty Limited (PDG)
PDG was established in 2013 for the purpose of supplying high speed low cost liquid products to the domestic and international market. PDG is a joint venture between Pactum Australia Pty Limited, a wholly owned subsidiary of the Group and Australian Consolidated Milk Pty Limited (ACM), a major Australian dairy milk supply group. The facility was established in the northern Victorian city of Shepparton, for a total investment of approximately $45 million, with initial capacity for 100 million litres of dairy milk production, with capability to be increased up to 300 million litres in the longer term. The facility was completed over a construction period of approximately 9 months, with the project largely on budget. As at 31 December 2015, FNP equity accounted 1% of the loss in line with the ownership structure at that time. The Group converted its investment of convertible notes in January 2016 obtaining a 50% interest in PDG.
Under the guidance of AASB 10 Consolidated Financial Statements a conclusion was reached that control was deemed to be gained on 1 January 2016 by the Group over PDG. Subsequently, PDG will form part of the consolidated Group. Details on the business combination is outlined in Note 36.
Australian Fresh Milk Holdings Pty Limited (AFMH)
The Group acquired 10% of the consortium Australian Fresh Milk Holdings Pty Limited (AFMH) on 17 June 2015, with 25% voting rights along with the two other shareholders, resulting in significant influence over AFMH. The consortium acquired Moxey Farms on 3 August 2015. Moxey Farms is one of Australia’s largest single-site dairy operations. The consortium comprises Leppington Pastoral Company Pty Limited (LPC), New Hope Dairy Holdings Co Ltd (New Hope Dairy) and Freedom Foods Group Limited. The Group acquired its 10% of the consortium for $5.7 million.
The completion of the acquisition ensures AFMH has in place a scalable operating platform to invest in additional greenfield dairy sites, enabling the consortium to become a significant player in the Australian dairy industry.
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Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 28. Investments accounted for using the equity method (continued)
Summarised financial information
| Summarised statement of financial position Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Net assets/(liabilities) Summarised statement of profit or loss and other comprehensive income Revenue Expenses Profit/(loss) before income tax Other comprehensive income Total comprehensive income Reconciliation of the Group's carrying amount Opening carrying amount Share of profit/(loss) after income tax Equity investment Transfer to available-for-sale financial asset De-recognition of investment and reclassification as subsidiary Closing carrying amount |
AFMH 2016 $'000 29,494 85,675 |
AFMH 2015 $'000 - - |
PDG 2016 2015 $'000 $'000 16,426 4,184 34,496 34,373 |
PDG 2016 2015 $'000 $'000 16,426 4,184 34,496 34,373 |
a2MC 2016 2015 $'000 $'000 - - - - - - - - - - - - - - - - - - - - - - - - - 10,587 - - - 538 - (11,125) - - - - |
|---|---|---|---|---|---|
| 115,169 | - |
50,922 | 38,557 |
- |
|
| 8,395 49,824 |
- - |
10,348 61,403 |
4,742 41,045 |
- - |
|
| 58,219 | - |
71,751 | 45,787 |
- |
|
| 56,950 | - |
(20,829) | (7,230) | - | |
| 37,521 (33,066) |
- - |
27,763 (30,203) |
48,779 (52,983) |
- - |
|
| 4,455 - |
- - |
(2,440) - |
(4,204) - |
- - |
|
| 4,455 | - |
(2,440) | (4,204) | - | |
| - 433 5,730 - - |
- - - - - |
4,432 (61) - - (4,371) |
4,474 (42) - - - |
- - - - - |
|
| 6,163 | - |
- | 4,432 | - |
Equity accounted gain for the year to 30 June 2016 was $372,000 (2015: $(42,000)).
Related party transactions
Current receivables and loans due from associates - refer to Note 32 to the financial statements.
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Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 28. Investments accounted for using the equity method (continued)
| PDG receivable PDG loan |
Consolidated 2016 2015 $'000 $'000 - 1,700 - 13,136 - 14,836 |
Consolidated 2016 2015 $'000 $'000 - 1,700 - 13,136 - 14,836 |
|---|---|---|
| - | 14,836 |
The loan to PDG attracts interest at 8% pa.
As at 1 January 2016, PDG was no longer deemed to be an associate to the Group, forming part of the consolidated Group.
The Group's interest in joint ventures represent jointly controlled entities which have been measured by applying the equity method of accounting. Under the equity method of accounting the carrying amounts of interests in joint venture entities are increased or decreased to recognise the Group's share of the post-acquisition profits or losses and other changes in net assets of the joint ventures.
Note 29. Non-current assets - investment in a2MC
| Investment in The a2 Milk Company Limited Reconciliation Reconciliation of the fair values at the beginning and end of the current and previous financial year are set out below: Opening fair value Reclassification of investment Gain on reclassification Revaluation increments Net proceeds on sale Closing fair value |
Consolidated 2016 2015 $'000 $'000 - 72,618 72,618 - - 11,125 - 53,148 17,611 8,345 (90,229) - - 72,618 |
Consolidated 2016 2015 $'000 $'000 - 72,618 72,618 - - 11,125 - 53,148 17,611 8,345 (90,229) - - 72,618 |
|---|---|---|
| 72,618 - - 17,611 (90,229) |
- 11,125 53,148 8,345 - |
|
| - | 72,618 |
The Group holds zero ordinary shares (2015: 117,699,229 17.8 %) in The a2 Milk Company Limited (a2MC). The Group sold its remaining shareholding in a2MC in October and November 2015. The shares were sold at a price of $AU0.68 and $AU0.85 respectively, realising a gain after transaction costs of $24,529,000.
The Group reclassified the investment to an available for sale on 18 November 2014 following the resignation of Mr Perry R. Gunner from the board of a2MC at the conclusion of their AGM. Significant influence was deemed to be lost at the conclusion of the a2MC AGM and therefore on this date the Group reclassified the investment to an available for sale investment under the requirements of AASB 139 Financial Instruments: Recognition and Measurement.
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Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 30. Deed of cross guarantee
The following have entered into a deed of cross guarantee as a condition to obtaining relief under ASIC Class Order 98/1418 from the Corporations Act 2001 requirements to prepare and lodge audited financial statements and a Directors' report.
Freedom Foods Group Limited Paramount Seafoods Pty Limited Freedom Foods Group Operations Pty Ltd (Formerly Nutrition Ventures Pty Limited) Nutrition Ventures Financing Pty Limited Freedom Foods Pty Limited Pactum Australia Pty Limited Australian Natural Foods Holdings Pty Limited Thorpedo Foods Group Pty Limited Popina (Vic) Pty Limited
Each party to the deed of cross guarantee, guarantees to each creditor in the Group payment in full of any debt upon winding up under the provisions of the Corporations Act 2001 or, in any other case, if six months after a resolution or order for winding up, any debt of a creditor that has not been paid in full. The consolidated financial statements of the closed Group would not be materially different from the report of the Group as a whole. The main difference is the Freedom Foods North America result which is disclosed in Note 3 above.
Note 31. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
| Profit after income tax Other comprehensive income for the year, net of tax Total comprehensive income |
Parent 2016 2015 $'000 $'000 17,996 48,406 - - 17,996 48,406 |
Parent 2016 2015 $'000 $'000 17,996 48,406 - - 17,996 48,406 |
|---|---|---|
| - | - |
|
| 17,996 | 48,406 |
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Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 31. Parent entity information (continued)
Statement of financial position
| Total current assets Total non-current assets Total assets Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained Profits Total equity |
Parent 2016 2015 $'000 $'000 1,355 626 247,714 174,310 249,069 174,936 (1,860) 3,240 (1,860) 3,240 250,929 178,176 169,108 98,855 3,186 8,578 78,635 70,743 250,929 178,176 |
Parent 2016 2015 $'000 $'000 1,355 626 247,714 174,310 249,069 174,936 (1,860) 3,240 (1,860) 3,240 250,929 178,176 169,108 98,855 3,186 8,578 78,635 70,743 250,929 178,176 |
|---|---|---|
| 247,714 | 174,310 |
|
| 249,069 | 174,936 |
|
| (1,860) | 3,240 | |
| (1,860) | 3,240 | |
| 250,929 | 178,176 |
|
| 169,108 3,186 78,635 |
98,855 8,578 70,743 |
|
| 250,929 | 178,176 |
Note 32. Related party transactions
Subsidiaries
Interests in subsidiaries are set out in Note 27.
Associates
Interests in associates are set out in Note 28 and Note 29.
Key management personnel
Disclosures relating to key management personnel are set out in Note 33 and the remuneration report included in the Directors' report.
Transactions with related parties
Other related parties include:
-
entities with joint control or significant influence over the Group;
-
joint ventures in which the entity was a venturer;
-
subsidiaries; and
-
other related parties.
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Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 32. Related party transactions (continued)
The following transactions occurred with related parties:
| The following transactions occurred with related parties: | ||
|---|---|---|
| Consolidated | ||
| 2016 | 2015 | |
| $ | $ | |
| Sale of goods and services: | ||
| Sale of goods to subsidiaries | 23,158,133 | 19,665,000 |
| Sale of services to Pactum Dairy Group Pty Limited * | - | 500,000 |
| Payment for goods and services: | ||
| Purchase of goods from Australian Consolidated Milk Pty Limited | 39,541,637 | 2,045,000 |
| Purchase of goods and services from Leppington Pastoral Company | 1,352,000 | 410,000 |
| Payment for other expenses: | ||
| Payment for rent and outgoings under a lease commitment with Perich Property Holdings |
2,270,000 | 1,011,000 |
- Pactum Dairy Group Pty Limited has been consolidated into the Group in 2016, refer to Note 36.
These services are provided under normal terms and conditions.
Note 33. Key management personnel disclosures
Compensation
The aggregate compensation made to Directors and other members of key management personnel of the Group is set out below:
| Short-term employee benefits Post-employment benefits Share-based payments |
Consolidated 2016 2015 $ $ 1,321,307 1,528,014 89,913 76,041 448,216 152,361 1,859,436 1,756,416 |
Consolidated 2016 2015 $ $ 1,321,307 1,528,014 89,913 76,041 448,216 152,361 1,859,436 1,756,416 |
|---|---|---|
| 1,859,436 | 1,756,416 |
Note 34. Share-based payments
Senior employees are eligible to participate in the share scheme under which executives are issued options to acquire shares in the Parent. Each employee share option converts into one ordinary share of the Parent on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry. There are no vesting conditions attached to these options other than continuing employment within the Group with the exception to the performance based options detailed in the Directors' report.
The options granted below expire within five years of their issue, or one year after the resignation of the senior employee, whichever is the earlier. In relation to options issued during the financial year ended 30 June 2014, the options vest in three equal tranches over a period of 3 years.
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Note 34. Share-based payments (continued)
The following reconciles the outstanding share options granted under the employee share option plan at the beginning and end of the financial year:
| 2016 Exercise Grant date Expiry date price 01/02/2012 01/02/2017 $0.40 30/08/2012 30/08/2017 $0.60 01/07/2013 01/07/2018 $1.65 01/07/2015 30/06/2020 $2.92 Weighted average exercise price 2015 Exercise Grant date Expiry date price 01/02/2012 01/02/2017 $0.40 30/08/2012 30/08/2017 $0.60 01/07/2013 01/07/2018 $1.65 Weighted average exercise price |
Balance at the start of the year 1,416,667 1,375,002 1,525,000 - |
Granted - - - 4,000,000 |
Exercised (1,416,667) (1,025,002) (144,333) - |
Expired/ forfeited/ lapsed - - (68,334) - |
Balance at the end of the year - 350,000 1,312,333 4,000,000 |
|---|---|---|---|---|---|
| 4,316,669 | 4,000,000 |
(2,586,002) |
(68,334) | 5,662,333 | |
| $0.91 Balance at the start of the year 3,766,667 1,708,334 1,600,000 |
$2.92 Granted - - - |
$0.55 Exercised (2,350,000) (333,332) (75,000) |
$1.65 Expired/ forfeited/ lapsed - - - |
$2.48 Balance at the end of the year 1,416,667 1,375,002 1,525,000 |
|
| 7,075,001 | - |
(2,758,332) | - | 4,316,669 | |
| $0.73 | $0.00 |
$0.46 | $0.00 |
$0.91 |
Set out below are the options exercisable at the end of the financial year:
| Grant date Expiry date 01/02/2012 01/02/2017 30/08/2012 30/08/2017 01/07/2013 01/07/2018 |
2016 Number - 350,000 779,000 1,129,000 |
2015 Number 1,416,667 641,669 458,333 2,516,669 |
|---|---|---|
The weighted average exercise price during the financial year was $0.55 (2015: $0.46).
The weighted average remaining contractual life of options outstanding at the end of the financial year was 3.4 years (2015: 2.3 years).
Expected volatility is based on historical share price volatility over the past two years. It is expected that options will be exercised only in the event of the market price exceeding the exercise price.
| Share price | Exercise | Expected | Dividend | Risk-free | Fair value | ||
|---|---|---|---|---|---|---|---|
| Grant date | Expiry date | at grant date | price | volatility | yield | interest rate | at grant date |
| 02/02/2012 | 02/02/2017 | $0.46 | $0.40 | 20.00% | 2.50% | 5.00% | $0.122 |
| 30/08/2012 | 30/08/2017 | $0.65 | $0.60 | 5.00% | 2.50% | 5.00% | $0.066 |
| 01/07/2013 | 01/07/2018 | $1.80 | $1.65 | 5.00% | 2.50% | 5.00% | $0.181 |
| 01/07/2015 |
30/06/2020 | $2.94 | $2.92 | 50.00% | 0.49% | 2.25% | $1.195 |
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Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 34. Share-based payments (continued)
Equity-settled share-based payments with employees and others providing similar services are measured at the fair value of the equity instrument at the grant date. Fair value is measured by use of a binomial model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest.
At each reporting date, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss over the remaining vesting period, with corresponding adjustment to the equity-settled employee benefits reserve.
Note 35. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by Deloitte Touche Tohmatsu, the auditor of the Company:
| Audit services - Deloitte Touche Tohmatsu Audit or review of the financial statements Other services - Deloitte Touche Tohmatsu Other assurance services Stamp duty advice Research and development advice Tax compliance services Tax consulting services |
Consolidated 2016 2015 $ $ 406,550 260,000 60,000 24,790 23,500 - 47,363 44,009 81,268 63,579 197,204 - 409,335 132,378 815,885 392,378 |
Consolidated 2016 2015 $ $ 406,550 260,000 60,000 24,790 23,500 - 47,363 44,009 81,268 63,579 197,204 - 409,335 132,378 815,885 392,378 |
|---|---|---|
| 60,000 23,500 47,363 81,268 197,204 |
24,790 - 44,009 63,579 - |
|
| 409,335 | 132,378 |
|
| 815,885 | 392,378 |
Note 36. Business combinations
Over the course of the year, the Group acquired two businesses. Each acquisition was for 100% of the respective enterprises. Details of the businesses acquired as at the date of each acquisition were as follows:
On 1 December 2015, the Group acquired 100% of the ordinary shares of Popina (Vic) Pty Limited (Popina Foods) for the total consideration transferred of $35.6 million. Popina Foods is a major Australian manufacturer of oat based cereals and snacks. It is a recognised leader in cluster format cereal and snacks in Australasia, with manufacturing operations based in Dandenong, Victoria.
On 31 August 2015, the Group acquired the business and assets of Darlington Point Mill (DP Mill) based at Darlington Point in the Riverina District of New South Wales for a total consideration of $8.5 million. The DP Mill operates an established grain processing facility for the supply of milled flours and popping corn. It is a significant processor of popping corn in Australia and processes gluten free and non GMO grains. The DP Mill supplies customers in food service and processing markets in Australia as well as in export markets.
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Note 36. Business combinations (continued)
Details of the Popina Foods acquisition are as follows:
| Cash and cash equivalents Trade receivables Inventories Property, plant and equipment Other liabilities Net assets acquired Goodwill Acquisition date fair value of the total consideration transferred Cash used to acquire business, net of cash acquired: Acquisition date fair value of the total consideration transferred Non cash consideration - lease refinance Less: cash and cash equivalents Net cash used |
Fair value $'000 471 7,591 5,807 16,911 (12,046) |
|---|---|
| 18,734 16,832 |
|
| 35,566 | |
| 35,566 (5,262) (471) |
|
| 29,833 |
Details of the DP Mill acquisition are as follows:
| Inventories Property, plant and equipment Net assets acquired Goodwill Acquisition date fair value of the total consideration transferred Cash used to acquire business, net of cash acquired: Acquisition date fair value of the total consideration transferred |
Fair value $'000 2,652 4,670 |
|---|---|
| 7,322 1,178 |
|
| 8,500 | |
| 8,500 |
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Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 36. Business combinations (continued)
On 1 January 2016, the Group elected to convert its convertible notes held in PDG into ordinary shares which resulted in the Group’s interest in PDG increasing to 50%. The increase in equity holding along with additional factors, which occurred in January 2016, led to the reassessment of the accounting treatment for the Group’s investment in PDG. After taking into consideration the guidance contained in AASB 10 Consolidated Financial Statements (AASB 10), the Group concluded that control was deemed to be gained on 1 January 2016. In reaching this conclusion, the Group considered its power to direct relevant activities under its Management Services Agreement with PDG along with the Group’s provision of specialised knowledge in sales capability and infrastructure management, the Group’s acquisition of additional processing equipment in January 2016 for PDG to meet demand, the provision of significant funding and acting as guarantor for PDG to secure additional financing in January 2016. Under AASB 10, from the date that control is obtained, the transaction is seen as a stepped acquisition achieved without the transfer of consideration.
Details of the PDG step acquisition are as follows:
| Cash and cash equivalents Trade receivables Inventories Property, plant and equipment Other assets Other liabilities Net liabilities acquired Non-controlling interests share of net liabilities (1) Previously held equity interest at fair value (2) Goodwill Acquisition-date fair value of the total consideration transferred |
Fair value $'000 670 9,307 5,983 34,554 3,564 (69,437) |
|---|---|
| (15,359) 7,679 (456) 30,937 |
|
| 22,801 |
- (1) The non-controlling interest in PDG has been determined using the proportionate share in the recognised amounts of the acquiree’s identifiable net liabilities at 1 January 2016.
(2) The equity accounted investment in PDG was fair valued to $456,027 at 1 January 2016. The resulting gain on revaluation has been recognised in the Statement of profit or loss and other comprehensive income.
In a business combination achieved without the transfer of consideration, goodwill is determined by using the acquisition date fair value of the acquirer’s interest in the acquiree rather than the acquisition date fair value of the consideration transferred (Deemed Consideration). The key assumptions used in the discounted cash flow (DCF) include the achievement of cash flow projection during the budget based on financial budgets approved by management covering a five year period. In applying the DCF, the Group has used a discount rate of 12% pa post tax and a terminal growth rate of 2%. The discount rate is based on the weighted average cost of capital determined by prevailing or benchmarked market inputs and includes a risk premium considered appropriate to a newly established business in a development phase.
The consolidated revenue and profit before tax include $36,569,000 revenue and $398,000 profit before tax which was generated by PDG since control was achieved on 1 January 2016.
Accounting policy for business combinations
The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired.
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Freedom Foods Group Limited Notes to the financial statements 30 June 2016
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Note 36. Business combinations (continued)
The consideration transferred is the sum of the acquisition date fair values of the assets transferred, equity instruments issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value or at the proportionate share of the acquiree's identifiable net assets. All acquisition costs are expensed as incurred to profit or loss.
On the acquisition of a business, the Group assesses the financial assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the Group's operating or accounting policies and other pertinent conditions in existence at the acquisition-date.
Where the business combination is achieved in stages, the Group remeasures its previously held equity interest in the acquiree at the acquisition date fair value and the difference between the fair value and the previous carrying amount is recognised in profit or loss.
Contingent consideration to be transferred by the acquirer is recognised at the acquisition date fair value. Subsequent changes in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity.
The difference between the acquisition date fair value of assets acquired, liabilities assumed and any non-controlling interest in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and measurement of the net assets acquired, the noncontrolling interest in the acquiree, if any, the consideration transferred and the acquirer's previously held equity interest in the acquirer.
Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new information obtained about the facts and circumstances that existed at the acquisition-date. The measurement period ends on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information possible to determine fair value.
Note 37. Events after the reporting period
Apart from the dividend declared as disclosed in Note 19, no other matter or circumstance has arisen since 30 June 2016 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
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Freedom Foods Group Limited Directors' declaration 30 June 2016
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In the Directors' opinion:
-
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;
-
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in Note 2 to the financial statements;
-
the attached financial statements and notes give a true and fair view of the Group's financial position as at 30 June 2016 and of its performance for the financial year ended on that date;
-
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and
-
at the date of this declaration, there are reasonable grounds to believe that the members of the Extended Closed Group will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee described in Note 30 to the financial statements.
The Directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the Directors
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Perry R. Gunner Chairman
Rory J.F. Macleod Managing Director and Chief Executive Officer
31 August 2016 Sydney
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Deloitte Touche Tohmatsu ABN 74 490 121 060
Grosvenor Place 225 George Street Sydney NSW 2000 PO Box N250 Grosvenor Place Sydney NSW 1220 Australia
DX: 10307SSE Tel: +61 (0) 2 9322 7000 Fax: +61 (0) 2 9322 7001 www.deloitte.com.au
Independent Auditor’s Report to the Members of Freedom Foods Group Limited
Report on the Financial Report
We have audited the accompanying financial report of Freedom Foods Group Limited (the “Company”), which comprises the consolidated statement of financial position as at 30 June 2016, the consolidated statement of profit and loss and other comprehensive income, the consolidated statement of cash flows and the consolidated statement of changes in equity for the financial year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year as set out on pages 17 to 69.
Directors’ Responsibility for the Financial Report
The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In the basis of preparation, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements , that the consolidated financial statements comply with International Financial Reporting Standards.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control, relevant to the company’s preparation of the financial report that gives a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control.
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Liability limited by a scheme approved under Professional Standards Legislation. A member of Deloitte Touche Tohmatsu Limited.
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An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Auditor’s Independence Declaration
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of Freedom Foods Group Limited, would be in the same terms if given to the directors as at the time of this auditor’s report.
Opinion
In our opinion:
-
(a) the financial report of Freedom Foods Group Limited is in accordance with the Corporations Act 2001 , including:
-
(i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2016 and of its performance for the year ended on that date; and
-
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 ; and
-
(b) the consolidated financial statements also comply with International Financial Reporting Standards as disclosed in Note 2.
Report on the Remuneration Report
We have audited the Remuneration Report included in pages 7 to 13 of the Directors’ report for the year ended 30 June 2016. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
Opinion
In our opinion the Remuneration Report of Freedom Foods Group Limited for the financial year ended 30 June 2016, complies with section 300A of the Corporations Act 2001 .
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DELOITTE TOUCHE TOHMATSU
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Andrew J Coleman Partner Chartered Accountants Sydney, 31 August 2016
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Freedom Foods Group Limited Shareholder information 30 June 2016
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The shareholder information set out below was applicable as at 31 July 2016.
Distribution of ordinary shareholders
| Distribution of ordinary shareholders | ||
|---|---|---|
| 1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 100,001 and over Holding less than a marketable parcel 20 largest shareholders as at 31 July 2016 |
Number of holders of ordinary shares 1,518 1,519 357 354 12 |
Number of holders of options over ordinary shares - - - - - |
| 3,760 | - |
|
| 208 | - |
|
Stock exchanges that have granted quotation to the securities of the Parent quoted in Australia:
All Member Exchanges.
Ordinary shareholders
| 1. Arrovest Pty Limited 2. RBC Investor Services Australia Nominees Pty Limited 3. Citicorp Nominees Pty Limited 4. J P Morgan Nominees Australia Limited 5. HSBC Custody Nominees (Australia) Limited 6. Australian Foundation Investment Company Limited 7. National Nominees Limited 8. Netwealth Investments Limited 9. Mirrabooka Investments Limited 10. BPC Custody Pty Ltd 11. HSBC Custody Nominees (Australia) Limited 12. BNP Paribas Nominees Pty Ltd 13. Amcil Limited 14. Mr Perry Richard Gunner & Mrs Felicity Jane Gunner 15. Mr Michael Andris Bracka 16. BNP Paribas Noms Pty Ltd 17. UBS Nominess Pty Ltd 18. Maynel Haddad 19. Goldacre Investments Pty Limited 20. RBC Investor Services Australia Nominees Pty Limited |
Number held 99,107,422 21,719,845 5,621,336 5,106,959 4,762,540 4,506,585 3,829,228 2,816,194 1,946,612 1,551,315 1,400,678 1,287,238 887,870 800,395 753,303 574,626 616,348 583,333 568,466 430,680 |
% of total ordinary shares issued 54.60 11.97 3.10 2.81 2.62 2.48 2.11 1.55 1.07 0.85 0.77 0.71 0.49 0.44 0.41 0.32 0.34 0.32 0.31 0.24 |
|---|---|---|
| 158,870,973 | 87.51 |
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Freedom Foods Group Limited Shareholder information 30 June 2016
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Convertible Redeemable Preference Share (CRPS) shareholders
| 1. R & M Gugliotta Pty Limited 2. Lewis Little River Pty Limited 3. Mr Hugh Middendorp & Mr Peter Charles 4. Alan Ong Enterprises Pty Limited 5. Est John William Hartigan & Mrs Enid May Hartigan 6. Mr Craig Sargent 7. GWG Investments Pty Limited 8. Lokit Investments Pty Limited 9. Mr Robert William Russell 10. Mr Robert David Napier Nicholls 11. Palatine Holdings Pty Limited 12. Mr Gerald Millman 13. Mr Tjeerd Veenstra & Mrs Susan Lesley Veenstra 14. Mrs Michelle Louise Farrell 15. Mr Andrew Jonathon Achilles 16. Mr Stuart William McDonald 17. Mr Neville Thiele 18. Mrs Dianne Joan Thiele 19. Mr Andrew Macfarlane 20. Mr Kim Wigram Jones Distribution of CRPS shareholders 1-1,000 1,001-5,000 5,001-10,000 10,001-100,000 |
Number held 30,000 23,438 16,664 8,000 5,000 3,394 3,125 2,214 1,924 1,736 1,697 1,000 963 640 500 497 273 219 200 133 |
% of total CRPS issued 29.52 23.06 16.40 7.87 4.92 3.34 3.07 2.18 1.89 1.71 1.67 0.98 0.95 0.63 0.49 0.49 0.27 0.22 0.20 0.13 |
|---|---|---|
| 101,617 | 99.99 |
|
| Number of holders of CRPS shares 10 7 1 3 |
||
| 21 |
Substantial shareholders
The number of shares held by substantial shareholders as listed in the Parent's register as at 31 July 2016 are:
| Ordinary | shares | |
|---|---|---|
| % of total | ||
| shares | ||
| Number held | issued | |
| Arrovest Pty Limited | 99,107,422 | 54.60 |
| RBC Investor Services Australia Nominees Pty Limited | 21,719,845 | 11.97 |
| Citicorp Nominees Pty Limited | 5,621,336 | 3.10 |
The Parent's listed ordinary shares are of one class with equal voting rights and all are quoted on a Member Exchange of the Australian Stock Exchange Limited (the home exchange being the Australian Stock Exchange (Sydney) Limited).
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Freedom Foods Group Limited Corporate Directory 30 June 2016
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| Directors | Perry R. Gunner - Chairman and Non-Executive Director |
|---|---|
| Rory J.F. Macleod - Managing Director and Chief Executive Officer | |
| Anthony M. Perich - Non-Executive Director, Deputy Chairman | |
| Ronald Perich - Non-Executive Director | |
| Trevor J. Allen - Non-Executive Director | |
| Melvyn Miles - Non-Executive Director (Resigned 14th August 2015) | |
Alternate Director |
Michael R. Perich (for Anthony M. Perich and Ronald Perich) |
Company Secretaries |
Rory J.F. Macleod |
| Sharon Maguire - Assistant Company Secretary | |
Notice of annual general meeting |
The details of the Annual General Meeting of Freedom Foods Group Limited are: |
| 24 November 2016 at 12:00 pm | |
| DLA Piper Australia | |
| Level 22, 1 Martin Place | |
| Sydney | |
| NSW | |
| 2000 | |
Registered office |
80 Box Road |
| Taren Point | |
| NSW 2229 | |
| Tel: +61 2 9526 2555 | |
| Fax: +61 2 9525 5406 | |
Principal place of business |
80 Box Road |
| Taren Point | |
| NSW 2229 | |
| Tel: +61 2 9526 2555 | |
| Fax: +61 2 9525 5406 | |
Share register |
Link Market Services Limited |
| Level 12, 680 George Street | |
| Sydney NSW 2000 | |
| Tel: +61 2 8280 7111 | |
| Fax: +61 2 9287 0303 | |
Auditor |
Deloitte Touche Tohmatsu |
| Grosvenor Place, 225 George Street | |
| Sydney NSW 2000 | |
| Tel: +61 2 9237 1171 | |
| Fax: +61 2 9237 1400 | |
Solicitors |
DLA Piper Gilbert + Tobin |
| Level 22, 1 Martin Place 2 Park Street | |
| Sydney NSW 2000 Sydney NSW 2000 | |
| Tel: +61 2 9286 8000 Tel: +61 2 9263 4000 | |
| Fax: +61 2 9286 8007 Fax: +61 2 9263 4111 | |
Bankers |
HSBC Australia Limited National Australia Bank Limited |
| Level 32, 580 George Street Level 3, 255 George Street | |
| Sydney NSW 2000 Sydney NSW 2000 | |
| Tel: +61 1300 308 188 (toll free) Tel: +61 2 9237 1171 | |
| Fax: +61 2 9255 2647 Fax: +61 2 9237 1400 |
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Freedom Foods Group Limited Corporate Directory 30 June 2016
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Stock exchange listing Freedom Foods Group Limited shares are listed on the Australian Securities Exchange (ASX code: FNP) Website www.ffgl.com.au ABN 41 002 814 235 Insurance Brokers GSA Insurance Brokers Pty Ltd ‘The Old Presbytery’ 137 Harrington St Sydney NSW 2000 Tel: +61 2 8274 8100
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