Bremworth Limited/Announcement
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2019 Annual Report

Annual Report29 September 2019BRWConsumer Discretionary

The natural
choice.

Annual Report 2019

Alan Clarke
Chairman

This Annual Report is dated 27 September 2019 and

is signed on behalf of the Board of Directors by:

2 Our Strategic Vision

4 FY19 Year in Review

7 Chairman and Chief Executive Officer’s Report

12 Feature Stories

> Our future is with wool

> Our future lies in great design

> Our future will be created with our people

> Our future will benefit future generations

20 Board of Directors

22 Management Team

24 Five Year Performance Trends

25 Trend Statement

26 Financial Statements

78 Disclosure of Non-GAAP Financial Information

84 Governance and Other Disclosures

101 Shareholder Information

102 Corporate Directory

Paul Alston

Chief Executive Officer

Cavalier Bremworth has a
long-standing history of

producing world-leading wool

carpets. It’s what we’re known

for. Premium quality carpet


made from New Zealand wool,

right here in New Zealand.

And this is where our

focus will remain, creating

and marketing a valuable

natural product that is both

sustainable and desirable,


here and around the world.

It’s good for our business

and it’s good for you.

OUR STRATEGIC VISION
Creating a world

of difference.

We are focussed on creating ‘A World

of Difference’ in everything we do. This

means we don’t just sell carpets and

rugs; our efforts have been borne from

the desire to make a genuine difference,

for our shareholders, our customers, our

people, our suppliers, our communities

and our environment. Not only through

what we do, but how we do it.

2 CAVALIER CORPORATION ANNUAL REPORT 2019

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CREATING

A WORLD OF

DIFFERENCE

3

FY19 YEAR IN REVIEW
The results for FY19 were below our expectations, as the

positive performance in the first half was offset by a decline

in trading conditions in the second half of the year.

The reduction in revenue reflects a continuing soft

market and challenging trading conditions. While sales of

low margin synthetic carpets are declining, premium wool

carpet sales are increasing as consumers become more

aware of the environmental benefits and beauty of wool.

Pleasingly, demand for Cavalier’s top end Bremworth

Collection wool carpets continues to grow despite the

challenging market conditions, and while volumes are

small, these high quality, higher margin carpets provide

a significant contribution to group profits. New Zealand

revenue came under pressure from the decline in low

margin synthetic carpets which affected volumes and

margin. Separately, wool prices have continued to be

impacted by decreased Chinese demand for strong

wool, adversely affecting sales and margins for Cavalier’s

wool buying business, Elco Direct.

We are known for our design innovation and Cavalier’s

new rug offer is growing in popularity. A variety of new

carpets have been developed, with some being launched

in FY19 and a number being finalised for roll out in the next

few months. We have over 1,000 retailer partners across

Australia and New Zealand and increased investment has

been put into rolling out our successful World of Difference

instore display stands across the trade customer network,

providing a unique retail experience.

Driving efficiencies is a focus and structural cost

initiatives have been implemented in both Australia and

New Zealand, with the positive impact of the Australian

change management programme earlier this year now

being seen. This has resulted in a more customer focused

and agile sales team with growth opportunities identified.

In September 2018, we sold our 27.5% shareholding

in the wool scouring business, Cavalier Wool Holdings

Limited (CWH), and the associated property, releasing

$13.4 million of cash in the process. The sale proceeds

were used to significantly reduce debt and strengthen

the balance sheet, enabling us to explore opportunities

in our core business of manufacturing and marketing

high end wool carpet solutions.

FINANCIAL RESULTS

For FY19, revenue was down 9% to $135.2m and net loss

after tax (NLAT) was $(16.8)m.

The result included a $11.9m non-cash loss on the sale

of Cavalier’s interest in the wool scouring business and

associated property as reported at the half year, as well

as $6.8m in after tax impairments of goodwill and fixed

assets. These write downs are non-cash and do not

impact the underlying profitability of the Company.

Excluding these, Cavalier’s normalised EBITDA was

$7.1m and net profit after tax (NPAT) was $1.9m.

Recent valuations assess the worth of Cavalier’s land

and buildings at more than $30m and the Company

had less than $18m in net bank debt at balance date.

The Board is confident in Cavalier’s financial sustainability

and we have the support of our banking partner.

For further information on Cavalier’s FY19 results,

please view the FY19 Investor Presentation and Results

Announcement on the website at cavcorp.co.nz

The results for the year ended 30 June 2019 reflect the changing

market dynamics, with sales of low margin synthetic carpets declining

and an increase in high end wool carpet sales. We continued to move

along the pathway we had set for ourselves in the previous year,

strengthening our focus on wool, driving manufacturing and channel

efficiencies and growing sales in key markets.

4 CAVALIER CORPORATION ANNUAL REPORT 2019

FY19 YEAR IN REVIEW
OPERATING ENVIRONMENT

Softening market and challenging

trading conditions. Low margin

synthetic carpet sales declining;

high quality wool carpets increasing

in demand. Continuing pressure

on strong wool prices.

TRANSFORMATIONAL SHIFT AHEAD

Building on Cavalier Bremworth’s

50 years of history, innovation and

in-depth knowledge of the carpet

sector, to transform into a design-

led wool focused company that is

fit for the next 50 years.

FY20 OUTLOOK

Cavalier is well positioned to capture

demand from consumers seeking a

natural, more sustainable, healthier

alternative without compromising

quality or style. Market conditions

remain challenging. Continue to

drive manufacturing efficiencies

and grow key markets.

REVENUE

Impacted by challenging market conditions

throughout the year. Drop in wool prices

adversely affecting sales for Cavalier’s wool

buying business, Elco Direct.

$135.2m

Stronger performance in 1H19 and lower

costs, offset by reduced carpet sales and

wool buying margins, compared with FY18.

$7.1m

EBITDA (normalised)

Includes $11.9m non-cash loss on sale of interest

in CWH and property held by CWSA, as well as

non-cash after tax impairments of goodwill and

fixed assets of $6.8m.

$16.8m

NLAT

In line with guidance. The Company continues

to trade profitably, with lower FY19 profit due

to the reduced revenue.

$1.9m

NPAT (normalised)

Significant reduction in debt with proceeds

from sale of CWH used to offset debt.

$17.8m

NET DEBT

Normalised is a non-GAAP measure of financial performance and therefore falls within the Financial Markets Authority’s guidance note on “Disclosing non-GAAP

financial information”. Normalised results are not audited and exclude items that are not expected to occur on a regular basis either by virtue of quantum or

nature. Full commentary on the disclosure of non-GAAP financial information and a reconciliation from the non-GAAP financial information to the most directly

comparable GAAP financial information, including that for the previous period, can be found on pages 78 and 79.

5

FY19 YEAR IN REVIEW
0

10

20

30

40

50

60

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FY17FY18FY19

Gearing %

59

41

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0

5

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Gross profit %

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39

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150

155

160

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Inventory turnover

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Days sales in receivables

39

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150

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Inventory turnover

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0.0

0.5

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Return (normalised NPAT)

on assets %

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39

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150

155

160

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Inventory turnover

146

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0.0

0.5

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Current ratio

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Return (normalised NPAT)

on assets %

(1)

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39

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150

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Inventory turnover

146

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0.0

0.5

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Return (normalised NPAT)

on assets %

(1)

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59

41

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0

5

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Gross profit %

19

2424

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40

FY17FY18FY19

Days sales in receivables

39

37

32

145

150

155

160

165

170

175

FY17FY18FY19

Inventory turnover

146

154

170

0.0

0.5

1.0

1.5

2.0

2.5

3.0

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FY17FY18FY19

Current ratio

2.18

2.11

2.87

-2

0

2

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6

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FY17FY18FY19

Return (normalised NPAT)

on assets %

(1)

3

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PercentagePercentagePercentage

DaysDays

Normalised is a non-GAAP measure of financial performance and therefore falls within the Financial Markets Authority’s guidance note on “Disclosing non-GAAP

financial information”. Normalised results are not audited and exclude items that are not expected to occur on a regular basis either by virtue of quantum or

nature. Full commentary on the disclosure of non-GAAP financial information and a reconciliation from the non-GAAP financial information to the most directly

comparable GAAP financial information, including that for the previous period, can be found on pages 78 and 79.

6 CAVALIER CORPORATION ANNUAL REPORT 2019

Alan Clarke
Chairman

Paul Alston

Chief Executive Officer

It’s our

heritage...

and our future.

CHAIRMAN & CHIEF EXECUTIVE OFFICER’S REPORT

7

This year we wanted to
focus our commentary

on our vision for our

Company and what the

future holds for us.

You can read about our

progress and performance

in FY19 on pages 4 to 6.

A TRANSFORMATIONAL SHIFT INTO

A DESIGN-LED BUSINESS

Cavalier is at a defining moment in its history as we build

on our heritage and revitalise the demand for wool carpets

as a natural, more sustainable, healthier alternative to

synthetic fibres.

We believe this will provide value not just for our people and

our business, but also the New Zealand wool sector and of

course, consumers, who will benefit from the addition of a

beautiful, natural wool carpet in their home.

For the past 50 years, Cavalier has been considered a world

leader in the manufacture of beautifully crafted carpets

made from New Zealand wool. Then in the last decade,

we saw a groundswell in demand for synthetic fibre carpets,

as manufacturers poured millions of dollars into marketing

and promoting synthetics to consumers.

In response to customer demand, we expanded our range

to include synthetic yarn carpets, whilst retaining our values

of quality and craftsmanship. This required investment

into new manufacturing capabilities, training and marketing

to create a presence in the highly competitive synthetic

carpet sector.

However, we continued to hold firm to our belief that natural

wool was the optimal choice for carpet design, innovation

and overall performance. New product innovation continued

with the ongoing launch of new ranges and styles of wool

carpets and rugs to suit every home.

Now, more than a decade after cheaper synthetic carpets

began to grow in popularity, we are seeing their demand

decline as performance and longevity issues become

apparent. Increased competition is also reducing margins,

making it much more difficult to compete at this end of the

market. Non-wool carpets, even at the higher end, continue

to be a commodity with little yarn innovation, and it is our

belief that only the big players who can produce massive

volumes of these carpets will win at this game.

CHAIRMAN & CHIEF EXECUTIVE OFFICER’S REPORT

8 CAVALIER CORPORATION ANNUAL REPORT 2019

Consumers are also becoming more conscious of the
environmental impact of petrochemical based products

including synthetic textiles.

Wool is the natural alternative. It is biodegradable,

100% sustainable and renewable, suitable for recycling,

removes carbon from the atmosphere and doesn’t release

microplastic pollution like synthetics. Not only that, wool is

fire retardant, naturally resistant to stains, non-allergenic,

offers a more luxurious look and feel and, as it’s made from

natural fibres, it’s cooler in summer but warmer in winter.

Demand for high end wool carpets is growing and sales of

our premium Bremworth Collection are continuing to grow.

Our expertise in wool manufacturing and design spans half

a century and our reputation for quality and innovation

is well founded. We remain one of the few companies

worldwide with the skill and expertise to create beautiful

felted wool carpets, providing that unique, chunky look

that many consumers desire.

We have been increasing our focus on wool over the

past year and, going forward, this will accelerate as we

transform into a design-led, wool focused business. We have

enlisted the support of The New Zealand Merino Company

(NZM), whose sales and marketing expertise helped create

the hugely successful and valuable merino wool industry in

New Zealand. As well as providing a wool supply channel,

the collaboration will see NZM assisting as we identify and

implement a change strategy to position Cavalier for the

next 50 years.

This transformation will mean some organisational changes

to our business. The work we have undertaken in previous

years to consolidate our manufacturing operations will be

of benefit as we move to this next stage in our evolution and

increase our wool carpet production. Further rationalisation

and changes will be required and there will be some short-

term costs, however, we see this as an essential investment

in our long term future.

The quality and craftsmanship of our wool carpets is

undeniable and is recognised by customers around the

world. We will revitalise the demand for wool carpets as a

natural, more sustainable, healthier alternative to synthetic

fibres and further deliver to our World of Difference vision.

More resources will be put into the marketing and promotion

of our wool carpets, and along with this, we’ll be introducing

a new brand architecture that leverages the reputation and

trust of the Cavalier name.

We’ll be retaining the exclusivity of distribution for our high

end Bremworth Collection range of the very finest wool

carpets. The new Cavalier Bremworth Aspire Collection

will also feature wool carpets with a point of difference,

while maintaining a limited distribution. Finally, the Cavalier

Bremworth Lifestyle collection will offer the widest variety

of carpet styles at a more affordable price level and will be

accessible from a larger number of retailers. This provides

a greater opportunity for us to expand our distribution

network, particularly in Australia.

New product development and innovation remains core to

our business. From next year, we will be looking to introduce

new products into the Lifestyle Collection every few months,

with higher end carpets introduced at regular intervals into

the Aspire and Bremworth Collection ranges.

Over 90% of New Zealand’s wool clip is strong wool, from

which carpets and other products are made. The price of

strong wool has been in decline for the past three years

due to reduced Chinese demand, pushing many sheep

farmers to focus on other opportunities. It is our hope that

by connecting consumers with Cavalier’s wool product and

growing sales for our wool carpets, demand for strong wool

will strengthen, along with prices, and benefit wool growers

across New Zealand. We are excited about our future.

9

CHAIRMAN & CHIEF EXECUTIVE OFFICER’S REPORT
WHAT DOES OUR FUTURE LOOK LIKE?

Creating a World of Difference is more than

just a marketing tagline, it has become a

mantra for our business and our people. It’s

about making a difference for our customers,

our people, our shareholders and, at the end

of the day, for discerning homeowners and

commercial outfitters around the world.

Our aspirations for the Cavalier of the

future, are to be recognised as:

> A world leader in beautiful wool carpets,

made from New Zealand wool

> A pioneer in design and craftsmanship

> Delivering uncompromising quality

> Exceeding our customers’ expectations

> Committed to operational and

manufacturing excellence

> Creating a company culture that harnesses

the pride, passion and expertise of

our people

> Providing benefit to the New Zealand

primary sector

> Protecting our environment for

future generations

“ Rather than trying to provide

the solution for all consumer

demands across all types

of carpets, we will focus on

what we know and do best –

high quality wool carpets.”

THE OUTLOOK FOR FY20

“Rather than being all things to all people,

we will focus on what we know and do best –

high quality wool carpets.”

We are moving at pace to develop and implement our new

business model and strategy, which we believe are essential

to ensure the future of our business. The costs associated

with this will be realised in FY20. In parallel, we will be

reducing inventory levels, particularly of discontinued

or end of line stock. We will use the proceeds to further

reduce debt levels.

We will continue to promote the Cavalier brand and will

be rolling out our new brand architecture, which will

provide consumers with more access to Cavalier wool

carpets. This month, we have a number of new product

launches, of carpets crafted using unique techniques and

colours. Textured loops are driving demand in the top end

Bremworth Collection and we will soon be making a similar

option available in our mid-range carpets.

Digital marketing will remain our primary marketing

channel in FY20. In the last year, we have seen a 41%

increase in Instagram followers, and we have a strong

Facebook following. The Cavalier Bremworth website

receives on average 18,000+ unique users per month

in New Zealand and, in Australia, unique monthly site

users climbed 166% over the last year to 16,000. Growing

numbers of people are requesting our carpet samples

through these online channels. We will continue to

enhance the online user journey to make the Cavalier

Bremworth experience a seamless and enjoyable one from

online viewing through to sampling and purchase.

10 CAVALIER CORPORATION ANNUAL REPORT 2019

Earlier in 2019, we developed new advertising that focuses
on our unique New Zealand wool story. Filmed in beautiful

locations including Queenstown’s Dart River, a Hawke’s Bay

farm and of course, one of our factories, the advertising

brings attention to the people, the artistry and the superior

benefits of our wool carpets. We’ll be utilising our new

advertising through our website, Facebook, Instagram

and Google.

Another key focus will be on expanding our distribution

networks, particularly in Australia, by leveraging our new

Cavalier Bremworth Lifestyle collection. We have also

received funding from NZTE to assist in building sales

of our wool carpets in the USA.

Market conditions remain challenging and, while lower end

synthetic carpet sales continue to decline, we expect our

increased focus on our high quality wool carpets to drive

sales in this higher margin category.

In FY19, approximately 50% of our sales volume was wool

carpets, however, they contributed considerably more than

this to company profitability. Our transformation into a

wool focused, design-led business will not only be good for

the environment and our customers, it will also be good for

business and for our shareholders.

We look forward to updating shareholders on our progress

at our Annual Meeting in November.

Alan Clarke

Chairman

Paul Alston

Chief Executive Officer

11

FEATURE STORY
> Sustainable and 100% renewable

> Healthier alternative

> Optimal carpet performance

> Design innovation and craftsmanship

> Increasing consumer demand for

natural and sustainable products

Our future

is with wool.

12 CAVALIER CORPORATION ANNUAL REPORT 2019

SHANE EADES, GM ELCO DIRECT
As General Manager of Cavalier’s wool

buying business, Elco Direct, Shane

Eades started his career with much

of his day spent in shearing sheds, his

hands deep in soft bales of wool, and

talking to farmers.

He now works mostly at the other end of the supply chain,

negotiating the sale of wool lots to customers both in


New Zealand and across the globe. However, he still loves

to get out and about, chatting to farmers, some of whom

he has known for decades.

Elco Direct is New Zealand’s largest private buyer of

wool with 65,000 bales of strong wool bought every

year and then processed into saleable lots by a team of

23 employees. Covering the Central North Island, Elco

Direct has built trusted relationships with sheep farmers

throughout the region.

The business provides a guaranteed supply of strong

wool for Cavalier (between 20% to 30% of requirements),

ensuring that the grade of the wool meets Cavalier’s strict

quality requirements.

Shane has seen significant changes in the wool industry

since he started working for Elco Direct 25 years ago


as a branch manager in Raetihi. While demand for softer

lamb’s

wool and merino for clothing is growing, strong wool

prices have dropped dramatically in the past three years,

primarily due to the introduction of synthetic fibres in

textiles. He sees some farmers moving to sheep that are for

meat only, or that only need shearing once a year. Land use

is also changing, with the push towards planting trees.

But for those who move away from strong wool, there

will be others who remain and will benefit from the more

restricted supply, which should help drive an increase in

future wool prices.

He says Cavalier’s focus on wool carpets is a great thing,

not just for the Company but for the New Zealand wool

industry as a whole. With the majority of Elco’s wool

supply going offshore, he knows the value that his overseas

customers place on the New Zealand story – our clean

green image, the quality of our wool, and the natural

benefits it offers. It’s these attributes that are encapsulated

in Cavalier’s quality wool carpets and rugs and will be the

focus for the Company going forward.

13

FEATURE STORY
ZEPHYR AND STONE, INTERIOR DESIGNER

A multi-faceted interior design

business in Australia, Zephyr and Stone

are as well known for their clever

design solutions as they are for their

aspirational and informative online

content. A brand that is synonymous

with great design, products and

designs must be both functional and

aesthetically beautiful to get their tick.

WHAT IS THE ROLE OF WOOL CARPET AND RUGS IN

INTERIOR DESIGN?

Wool carpets and rugs add texture, pattern and colour


to interiors, and without these crucial elements, spaces

can feel cool, flat and unbalanced. Being a natural fibre,

wool also adds a sense of luxury and warmth; giving

designers scope to manipulate the feel and create the

desired atmosphere within a space.

WHY SHOULD HOME OWNERS CONSIDER


WOOL CARPETS?

There are so many factors to consider when choosing

carpet or rugs for homes, with practicality and aesthetics

being high on the list. When it comes to wool, we find


it’s a good all rounder. It’s stain resistant, hypoallergenic,

and fire resistant – all being high priorities for homes.

It’s available in a broad range of colours, heathered


yarns and varied patterns to suit different home styles.

The other big consideration for home owners is longevity

and wear. This is where we believe wool carpets really

outperform compared to many synthetic options. Wool

wears well and has a long lifespan due to its ability to

spring back, meaning it will keep looking fabulous for

years to come. Finally, the fact it’s 100% sustainable,

biodegradable, and requires a fraction of the energy for

production compared to many synthetic options, makes

wool the environmentally friendly choice too.

WHAT DO YOU LIKE ABOUT CAVALIER BREMWORTH

CARPETS AND RUGS?

For us, specifying Cavalier Bremworth is an easy choice.

Having installed the carpets and rugs in numerous

projects, as well as our own homes, we’ve always been

impressed with the quality and durability, and love the

feeling of luxury it adds underfoot.

Working with Cavalier Bremworth is also easy and

enjoyable. We work with the same team and are supported

by individuals who are familiar with our style and always

available to answer questions. We’re regularly updated

when new ranges and colours are released and feel the

Cavalier Bremworth brand is responsive to the market and

trends, ensuring a diverse range that is broad and current.

The wide price points also means we can find an option

for every budget, and a style to suit all tastes. Being made

in New Zealand using quality New Zealand wool also adds

to their appeal, and we feel confident specifying them for

our clients.

Our future lies

in great design.

14 CAVALIER CORPORATION ANNUAL REPORT 2019

WHAT TRENDS ARE YOU SEEING IN THE MARKET?
The move towards warmer hues, natural finishes and colour

palettes is definitely on the rise in interiors. This is evident

in flooring choices, with warmer, earthy and textural options

gaining popularity. Timber floors are shifting from pale oaks

towards warmer brown tones, and tiles that mimic natural

stone are here to stay.

We believe the ethos of quality over quantity is gaining

ground too, as individuals more consciously consider


the cost on the environment of cheaper, short term

options, and are instead making purchasing choices based

on longevity and sustainability. This should see a rise in

popularity of products that will stand the test of time,

including wool carpets and quality floor coverings.

“ For us, specifying

Cavalier Bremworth is

an easy choice. Having

installed the carpets

and rugs in numerous

projects, as well as our

own homes, we’ve always

been impressed with the

quality and durability,

and love the feeling of

luxury it adds underfoot.”

15

FEATURE STORY
Our people have always been and

remain an essential part of our story.

As we have grown, our workforce has

changed to reflect our increasingly

diversified and multicultural

communities.


Our team is made up of people from a multitude of

cultures, ages and gender across our New Zealand and

Australian operations. What they all have in common

is their passion and pride for Cavalier and their desire

to ensure Cavalier’s future success. We believe deeply

in equality of opportunity. In line with this, we provide

training and career development opportunities and

are investing more in communication and engagement

initiatives across our organisation.

We are proud of our people and their expertise and

knowledge are highly valued and a key ingredient

in our success.

Ian McKenzie

Our future will

be created with

our people.

16 CAVALIER CORPORATION ANNUAL REPORT 2019

MELE LEAAEMANU, SUPERVISOR
More than 14 years ago and straight out of school,

Mele Leaaemanu accepted her first job at Cavalier

in the winding department. Now she’s a Production

Supervisor, responsible for the day to day control of

the Day shift. She’s worked across most areas in the

Auckland factory including maintenance, winding,

product development and tufting.

She says there are countless reasons why she loves

working at Cavalier, but the family orientated work

culture would have to be the best. In addition,

watching staff hold themselves and others accountable

for their actions in the hopes of creating a safe work

environment is amazing.

Mele is currently being sponsored by Cavalier to

participate in a 12 month Leadership & Development

programme. She says she’s learning new leadership

skills and the course is helping her understand

the importance of communication. “With open

communication, staff feel more included, more secure

and happy to participate. That all helps build a work

environment where everyone feels like family.”

An advocate for Cavalier carpets, Mele says that

“they are the best”.

“ Being involved in each

step as the carpet is made,

from start to finish, makes

me feel so proud because

I know we are all creating

something special for

customers to put in their

homes and be happy with.”

Mele Leaaemanu

IAN MCKENZIE, FELTER

Cavalier continues to lead the way in felted yarn

technology, a process that locks woollen fibres

together, creating stronger, chunkier textured carpets

with intricate designs.

Felting is a relatively new manufacturing capability for

Cavalier and long-time employee, Ian McKenzie, was

eager to find out as much as possible about the process

when it was first introduced to the Whanganui plant.

“I wanted to understand the how and why of felting so

I asked lots of questions to help me understand what’s

important and what we can do to make Cavalier’s felted

yarns the best they can be.”

Ian started working for Cavalier 33 years ago and,

“having done just about every job there is”, his

background in yarn making is considerable. Now

described by his colleagues as a ‘felting guru’, Ian

is a process operator and works on the day shift,

processing the wool, quality checking and testing,

maintaining equipment and performing other

numerous tasks to keep the felting machines running.

He also makes the tubes that the wool yarn is fed

through, an essential part of the felting process with

up to 100 new tubes required each week.

The Whanganui plant runs 24 hours a day, five days

a week. Ian takes pride in his work and says he loves

seeing how their work is incorporated into new carpets

and rugs. Naturally, Ian has Cavalier carpets in his own

home and says they look as good now as they did when

they were first laid 10 years ago.

17

FEATURE STORY
Cavalier is a business that grew out of

the friendship and partnership of two

men, Grant Biel, who remains a director

on the Board today, and Tony Timpson.

Together, they set up a carpet factory

in a small tin shed in Wiri in Auckland

in the 1970s before creating the iconic

Cavalier Bremworth brand in 1987.

Even back then social responsibility was important, with

a focus on staff, shareholders and suppliers. Cavalier was

one of the first companies in New Zealand to pay women

at equal rates to men and to allow women to work on

the nightshift – something that was frowned upon at

the time. Women continue to play an important role and

contribute greatly to the Company. Add to this the natural

environmental benefits of wool and Cavalier was already

well positioned as a sustainable business, well before the

term became part of the business lexicon.

Today, Cavalier’s people, shareholders, suppliers and its

focus on natural wool carpets remain at the core of the

business’s philosophy.

Wool is a miracle fibre and offers many environmental

and performance benefits – its 100% renewable and

biodegradable; wool fibres naturally help to regulate

humidity which means homes feel fresh and dry; it acts

as a form of thermal insulation; is non-allergenic, fire

resistant, naturally resistant to stains and easy to clean.

Responsible procurement including farming practices,

animal welfare and our relationships with farmers are

important to us, as are the protection of resources such


as water and carbon emissions.

Our future will

benefit future

generations.

18 CAVALIER CORPORATION ANNUAL REPORT 2019

The farming of wool can help restore and enhance the land
with grazing of sheep helping to improve soil quality and

the ability of the land to absorb and retain water. Sheep are

usually grazed on land that is unsuitable for food crops and

therefore do not displace the planting of food crops.

Wool is a short-term store of natural, renewable carbon,

with up to 50% of the weight of wool being pure carbon.

While the carbon is stored in wool and thus isolated, there

is less carbon in the atmosphere.

On the flip side, we recognise that our manufacturing and

processing can come at a cost to the environment and are

continually looking at ways to reduce the impact.

Cavalier Bremworth was the first to gain an internationally

recognised eco-label across the wool range in 2000.

In 2006, we were awarded Environmental Choice

NZ accreditation, shortly followed by the equivalent

certification in Australia from Good Environmental Choice

Australia (GECA).

“ Responsible procurement

including farming

practices, animal welfare

and our relationships with

farmers are important to

us, as are the protection

of resources such as water

and carbon emissions.”

Today, our Cavalier Bremworth carpets carry an

independent environmental grading from the Australian

Carpet Classification Scheme - ACCS ECS which

demonstrates our commitment to environmental best

practice standards for our carpet production.

While our social and environmental responsibilities


have always been a part of our ethos, this year we are

starting the journey towards a more formal measuring

and monitoring of key areas within our business. We


will update shareholders on these at the end of FY20.

19

Board
of Directors.

T H G (George) Adams

DipFSA(Hons), FCA, CMInstD

George Adams is an independent

Director and was appointed to the

Cavalier Board on 1 June 2018.

He was appointed Deputy Chairman

of the Board in April 2019 and

Chairman of the Board’s Audit

Committee in October 2018.

George is also a member of the

Board’s Remuneration and

Nomination Committees.

George brings outstanding

commercial and governance

experience from more than 25 years

of international business experience

in the fast-moving consumer goods

and telecommunications industries,

as well as a strong background in

occupational health and safety.

George was previously Managing

Director of Coca-Cola Amatil

New Zealand and Fiji, a role he held

for 10 years. During this time, George

also chaired the New Zealand Food

and Grocery Council. Prior to moving

to New Zealand in 2003, George was

Finance Director of British Telecom

Northern Ireland and Group Finance

Director of Dublin-based bottling

company Molino Beverages.

He is currently Chairman of Apollo

Foods Limited, Insightful Mobility

Limited, Mix Limited, Netlogix Group

Holdings Limited, The Business

Leaders Health and Safety Forum and

the Work Related Health Advisory

Board, as well as a director of Tegel

Group Holdings Limited, Rubicon

Limited and Competenz.

G C W (Grant) Biel

B.E. (Mech.)

Grant Biel is a non-independent

Director and has been on the

Cavalier Board since July 1984.

He is also a member of the

Board’s Audit, Remuneration

and Nomination Committees.

Grant is a co-founder of the

Cavalier Bremworth business

and held the position of executive

Director from July 1984 to

September 1995.

His other directorships include

Auckland Air Charter Limited,

Heli Harvest Limited, Rural

Aviation (1963) Limited and

Westburn Investments Limited.

A W (Alan) Clarke

B.Sc.(Hons), MBA, CFInstD

Alan Clarke is an independent Director

and was appointed to the Cavalier

Board on 1 November 2017.

He was appointed Chairman of the

Board in April 2018.

Alan is also Chairman of the Board’s

Nomination Committee and a member

of the Board’s Audit and Remuneration

Committees.

Alan has extensive governance and

strategic experience as a director

of both private and publicly listed

companies in New Zealand and

Australia over the last 27 years.

He has held responsibilities as CEO

and Managing Director over that

time, formulating and implementing

successful strategic initiatives. These

included change projects at SGS,

a Swiss based multinational, initially

in New Zealand and then Australia

in the 1990’s before he returned to

New Zealand to head ElderCare,

now Abano Healthcare Group, and

most recently Hellaby Holdings.

He is currently an independent director

of nib NZ, a health insurance provider.

20 CAVALIER CORPORATION ANNUAL REPORT 2019

21
J M (John) Rae

B.Com., LLB, CMInstD

John Rae is an independent Director

and joined the Cavalier Board in

July 2015.

He is Chairman of the Board’s

Remuneration Committee and a

member of the Board’s Audit and

Nomination Committees.

John has degrees in Law and

Commerce and spent his early career

in banking in New Zealand and London

in various treasury and capital market

roles for 10 years before returning

to New Zealand and undertaking a

number of private equity, venture

capital and corporate finance

transactions in Australasia.

He is an experienced company director,

currently Chairman of Activate

Tairawhiti Limited, Oha Honey GP

Limited, Smart Environmental Limited

and Thos Corson Holdings Limited.

He is also a director of Corson Grain

Limited, the Eastland Group of

companies, Ngapuhi Asset Holding

Company Limited and WET Gisborne

Limited and a Panel Member of the

Provincial Growth Fund.

D V (Dianne) Williams

B.Com., MBA, CMInstD

Dianne Williams is an independent

Director and joined the Cavalier Board

in July 2015.

She is also a member of the Board’s

Audit, Remuneration and Nomination

Committees.

Dianne’s early career was in marketing

in the FMCG sector, driving market

dominance for some of New Zealand’s

favourite brands including Cadbury

and Sealord before taking up senior

executive roles with companies

demanding strong sales and marketing

programmes.

She is currently a director of Chartered

Accountants Australia New Zealand,

Netball Northern Zone (incorporated

Society) and West Auckland Trust

Services Limited.

21

Management
Team.

Paul Alston

Chief Executive Officer

Paul is an experienced senior executive who joined

Cavalier in 2013 as CFO, before taking on the CEO role

in 2015. He has oversight of all strategy and operations

of Cavalier group. Paul has both New Zealand and

international experience having worked for investment

banks in London and Europe, as well as ENZA and

Turners & Growers in New Zealand. He has significant

experience in transformational change within

organisations. Paul is a Chartered Accountant and

holds a Bachelor of Business Studies.

Victor Tan

Chief Financial Officer and Company Secretary

Victor is a long standing member of the Cavalier team,

having joined in 1984 just after the Company listed on the

NZSE. He worked in various finance roles within the Group

before being appointed CFO and Company Secretary in

2004. Following a three year hiatus from the CFO role, he

was reappointed in December 2017. Victor is a Chartered

Accountant and a Fellow of the Institute of Chartered

Secretaries and Administrators (FCIS).

Shane Eades

GM Elco Direct

Shane started his career in the wool industry, before

joining the business which became Elco Direct, in 1994.

He has worked across the industry as a branch manager,

wool buyer and within a wool scouring business. He

moved to his current position with Elco Direct in 2017

and has responsibility for negotiating the sale of wool lots

to customers both in New Zealand and across the globe.

Shane has strong, long standing relationships with wool

growers and remains involved in all aspects of the business.

He holds qualifications in Wool and Wool Technology.

Dean Chandler

GM Sales New Zealand

Dean joined Cavalier in 2004, working for the Norman

Ellison Carpets business for nine years before moving to a

role with Cavalier Bremworth. As GM Sales New Zealand,

Dean is responsible for leading the strategic direction

within major channel partners, managing the development

of a high performing sales team and training. He has

over 20 years’ experience in the flooring market, across

residential and commercial segments as well as retail, and

has built strong relationships with Cavalier’s key channels.

Dean holds a BCA in Commercial Law and Management.

Linda Arbuckle

Group Financial Controller

Linda joined the Cavalier family in 2004, as an accountant

with Norman Ellison Carpets. In 2012, she moved to her

current role as Group Financial Controller for Cavalier and

is now responsible for the New Zealand and Australian

finance divisions. Linda is a Chartered Accountant and

has more than 20 years’ experience in accounting for

manufacturing companies.

Craig Wallis

GM Manufacturing

Craig joined Cavalier in October 2015 as GM

Manufacturing. His career has been mostly spent in

large scale manufacturing companies across varied

industries as well as in logistics. Craig’s role involves

responsibility for Cavalier’s three manufacturing sites, as

well as the Distribution, Planning/Procurement, Samples

Manufacturing and Customer Services functions. His

strengths lie in continuous improvement, culture change

and developing teams and people. Craig has qualifications

in Engineering and Production.

22 CAVALIER CORPORATION ANNUAL REPORT 2019

Trevor Jones
Group Information Technology Manager

Trevor joined Cavalier in 2013, bringing with him extensive

experience in developing and implementing manufacturing

companies’ digital strategies. He previously held similar

roles with other iconic New Zealand and international

companies and specialises in Enterprise Systems, project

management and industry 4.0. Trevor holds a Bachelor

of Commerce IT Hons and has undertaken other post-

graduate qualifications.

Rochelle Flint

GM Marketing and International Operations

Rochelle joined Cavalier in 2013 and has over 17 years’

experience in the flooring industry in a diverse range

of roles from sales, key account management and

marketing through to product development. She has

also spent considerable time in the Australian market.

She was appointed to her current role in April this year

and has responsibility for Group product development

and marketing as well as overseeing all of Cavalier’s

international markets, including Australia. Rochelle holds

a Bachelor of Business Marketing & Management.

Dr Kirstine Hulse

GM Health and Safety

Kirstine joined Cavalier in July 2019 and has over 15

years’ experience in a diverse range of roles in high

risk industries. She has particular expertise in process

optimisation and integration of health & safety,

environmental and product quality into everyday

operations, as well as adopting digital innovation into

health and safety. Kirstine is responsible for the strategic

direction of health & safety for Cavalier. She holds a

Bachelor of Chemical & Materials Engineering (Hons)

and a Doctor of Philosophy in process engineering

from the University of Auckland.

23

> Completion of
organisational review

> Sale of loss-making

carpet tile operation

> Sale of Australian

property

> Consolidation of

manufacturing

operations and

reorganised the

business

> Repositioned Cavalier

Bremworth brand

> Completion of

restructuring:

more costly and

time consuming

than expected and

impacted results

> Notable drop in

wool price

> Turnaround year

with more efficient

structure

> New strategic focus

on high end carpets

> Recovery from impact

of restructuring

> Strengthen focus on

high quality, higher

margin wool carpets

> Sale of wool

scouring business

and restructure of

Australian operations

> Tightening market

conditions

0

50

100

150

200

250

FY15FY16FY17FY18FY19

Revenue

$ millions

0

2

4

6

8

10

12

14

FY15FY16FY17FY18FY19

Normalised EBITDA

$ millions

-4

-2

0

2

4

6

8

FY15FY16FY17FY18FY19

Normalised NPAT/NLAT

$ millions

215.7

190.4

156.1

148.1

135.2

8.5

12.3

2.6

10.0

7.1

1.2

6.3

-1.9

4.0

1.9

0

50

100

150

200

250

FY15FY16FY17FY18FY19

Revenue

$ millions

0

2

4

6

8

10

12

14

FY15FY16FY17FY18FY19

Normalised EBITDA

$ millions

-4

-2

0

2

4

6

8

FY15FY16FY17FY18FY19

Normalised NPAT/NLAT

$ millions

215.7

190.4

156.1

148.1

135.2

8.5

12.3

2.6

10.0

7.1

1.2

6.3

-1.9

4.0

1.9

0

50

100

150

200

250

FY15FY16FY17FY18FY19

Revenue

$ millions

0

2

4

6

8

10

12

14

FY15FY16FY17FY18FY19

Normalised EBITDA

$ millions

-4

-2

0

2

4

6

8

FY15FY16FY17FY18FY19

Normalised NPAT/NLAT

$ millions

215.7

190.4

156.1

148.1

135.2

8.5

12.3

2.6

10.0

7.1

1.2

6.3

-1.9

4.0

1.9

FY15FY16FY17FY18FY19

FIVE YEAR PERFORMANCE TRENDS

The past five years have seen the Company transforming

as we responded to changing market conditions and

consumer demands. Cavalier is now stronger, more

efficient and better aligned to our markets. We have set

our strategic direction with a clear focus on wool, building

on our heritage and our proven expertise. While there is

still more to do, we are optimistic and excited about what

the future holds for our Company.

Normalised is a non-GAAP measure of financial performance and therefore falls within the Financial Markets Authority’s guidance note on “Disclosing non-GAAP

financial information”. Normalised results are not audited and exclude items that are not expected to occur on a regular basis either by virtue of quantum or

nature. Full commentary on the disclosure of non-GAAP financial information and a reconciliation from the non-GAAP financial information to the most directly

comparable GAAP financial information, including that for the previous period, can be found on pages 78 and 79.

24 CAVALIER CORPORATION ANNUAL REPORT 2019

TREND STATEMENT – (UNAUDITED)
2019

$000

2018

$000

2017

$000

2016

$000

2015

$000

2014

$000

2013

$000

Financial Performance

Operating revenue$135,234$148,120$156,120$190,371$215,728$200,642$201,739

EBITDA (normalised)7,0769,9982,57212,2758,517

14,60912,142

EBIT (normalised)3,5976,437(679)8,9232,6558,7605,814

Profit/(Loss) before


income tax (normalised)2,4515,058(2,818)8,2197417,3207,087

Profit/(Loss) after tax

(normalised)1,8793,974(1,856)6,3131,1955,7906,624

Abnormal costs (after tax)

(18,659)107(268)(3,198)(26,910)–(3,594)

(Loss)/Profit after tax

attributable to shareholders

of the Company (GAAP)(16,780)4,081(2,124)3,115(25,715)5,7903,030

Ordinary dividends paid–––––(4,785)–

Financial Position

Shareholders’ equity54,98972,22267,89069,36166,18492,95993,918

Loans and borrowings20,50031,50041,50037,70056,76761,22059,216

Fixed assets30,16435,14237,123

36,82047,91063,90068,932

Goodwill and other

intangibles–2,3622,3622,3622,3627,7947,794

Cash at bank2,72

42,1111,2551,2002,8342,3755,932

Return on average

shareholders’ equity

(normalised)3.0%5.7%(2.7)%9.3%1.5%6.2%7.2%

Basic earnings per ordinary

share (normalised)2.7c5.8c(2.7)c9.2c1.7c8.5c9.7c

Net tangible asset backing

per ordinary share$0.72$0.94$0.87$0.92$0.91$1.19$1.22

Normalised is a non-GAAP measure of financial performance and therefore falls within the Financial Markets Authority’s guidance note on “Disclosing non-GAAP

financial information”. Normalised results are not audited and exclude items that are not expected to occur on a regular basis either by virtue of quantum or

nature. Full commentary on the disclosure of non-GAAP financial information and a reconciliation from the non-GAAP financial information to the most directly

comparable GAAP financial information, including that for the previous period, can be found on pages 78 and 79.

25

26 CAVALIER CORPORATION ANNUAL REPORT 2019
Financial Statements

For the year ended 30 June 2019

27 Directors’ Responsibility Statement

28 Independent Auditor’s Report

33 Income Statement

34 Statement of Comprehensive Income

35 Statement of Changes in Equity

37 Statement of Financial Position

38 Statement of Cash Flows

Notes to the Financial Statements

40 1. Company information

40 2. General information relating to

preparation of financial statements

3. Financial performance

45 3a. Segment performance

47 3b. Earnings per share

48 3c. Revenue

48 3d. Other income and gains

48 3e. Administration expenses

49 3f. Personnel expenses

49 3g. Net finance costs

49 3h. Income tax

4. Funding

52 4a. Capital management

53 4b. Share capital, dividends and reserves

54 4c. Loans and borrowings

5. Assets employed

55 5a. Property, plant and equipment

58 5b. Capital commitments

58 5c. Goodwill

6. Working capital

58 6a. Cash and cash equivalents

59 6b. Trade receivables, other

receivables and prepayments

59 6c. Inventories

60 6d. Trade payables and accruals

60 7. Risks and financial instruments

8. Others

70 8a. Equity-accounted investees

72 8b. Provisions

73 8c. Employee benefits

74 8d. Operating leases

74 8e. Contingencies

75 8f. Related parties

76 8g. Group entities

77 8h. Event after balance date

77 8i. Standards, interpretations and

amendments to standards

27
DIRECTORS’ RESPONSIBILITIES

The Directors are responsible for the preparation of the Group financial statements. The Directors discharge this

responsibility by ensuring that the financial statements comply with Generally Accepted Accounting Practice and

give a true and fair view of the financial position of the Group as at balance date and of its operations and cash flows

for the year ended on that date.

ACCOUNTING POLICIES

The Directors consider that the accounting policies used in the preparation of the Group financial statements are

appropriate, consistently applied, and supported by reasonable judgements and estimates. All relevant financial

reporting and accounting standards have also been followed.

ACCOUNTING RECORDS

The Directors believe that proper accounting records, which enable, with reasonable accuracy, the determination of

the financial position of the Group and facilitate the compliance of the financial statements with the Financial Markets

Conduct Act 2013, have been kept.

SAFEGUARDING OF ASSETS AND INTERNAL CONTROLS

The Directors consider that they have taken adequate steps to safeguard the assets of the Group and to prevent and

detect fraud and other irregularities. Internal control procedures are also considered to be sufficient to provide a

reasonable assurance as to the integrity and reliability of the financial statements.

FINANCIAL STATEMENTS

The Directors present, on pages 33 to 77, the Group financial statements for the year ended 30 June 2019.

These financial statements were authorised for issue by the Directors on 26 August 2019 and, as required by section

461(1)(b) of the Financial Markets Conduct Act 2013, are dated and signed as at that date.

For and on behalf of Cavalier Corporation Limited

A W Clarke

Chairman of the Board of Directors

T H G Adams

Chairman of the Audit Committee

DIRECTORS’ RESPONSIBILITY STATEMENT

28 CAVALIER CORPORATION ANNUAL REPORT 2019
TO THE SHAREHOLDERS OF CAVALIER CORPORATION LIMITED

Report on the audit of the consolidated financial statements

OPINION

In our opinion, the accompanying consolidated financial

statements of Cavalier Corporation Limited (the ’Company’)

and its subsidiaries (the ‘Group’) on pages 33 to 77:

i. present fairly in all material respects the Group’s

financial position as at 30 June 2019 and its financial

performance and cash flows for the year ended on

that date; and

ii. comply with New Zealand Equivalents to International

Financial Reporting Standards and International

Financial Reporting Standards.

We have audited the accompanying consolidated financial

statements which comprise:

— the consolidated statement of financial position as at

30 June 2019;

— the consolidated income statement, statements of

other comprehensive income, changes in equity and

cash flows for the year then ended; and

— notes, including a summary of significant accounting

policies and other explanatory information.

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We believe

that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised) Code of Ethics for

Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics

Standards Board for Accountants’ Code of Ethics for Professional Accountants (‘IESBA Code’), and we have fulfilled our

other ethical responsibilities in accordance with these requirements and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the consolidated

financial statements section of our report.

Our firm has also provided other services to the Group in relation to transfer pricing and income tax return review, and

scrutineering at the Company’s Annual Meeting of shareholders. Subject to certain restrictions, partners and employees

of our firm may also deal with the Group on normal terms within the ordinary course of trading activities of the business

of the Group. These matters have not impaired our independence as auditor of the Group. The firm has no other

relationship with, or interest in, the Group.

MATERIAL UNCERTAINTY RELATED TO GOING CONCERN

We draw attention to the Going concern section in Note 2 of the consolidated financial statements, which indicates

there is a material uncertainty concerning the Group’s ability to achieve financial forecasts and generate sufficient

cash flows to ensure the Group will be able to comply with its financial covenants over the term of the facility

agreement and maintain the Group’s ongoing liquidity.

We evaluated management’s forecasts, projected compliance with its debt obligations and ability to maintain liquidity

by performing the following procedures:

— Reviewed terms of the Group’s revised facility agreement dated 28 June 2019.

— Evaluated the Group’s forecasting processes and the accuracy of previous forecasts by comparing actual performance

against forecasts in prior periods.

— Reviewed the Group’s forecast financial performance, cash flows and financial position, challenged key assumptions

against historical production and market data, reviewed hedging agreements and wool contracts, and considered

internal and external factors impacting the business.

INDEPENDENT AUDITOR’S REPORT

29
INDEPENDENT AUDITOR’S REPORT (continued)

— Reviewed key inputs and assessed their consistency with Director-approved forecasts.

— Obtained and reviewed management’s projected loan covenant calculations at relevant measurement dates taking

into account definitions in the facility agreement.

— Considered other possible outcomes in relation to the key assumptions and using these performed a sensitivity

analysis of the Group’s forecast.

— Assessed the adequacy of related disclosures in the financial statements against the requirements of the financial

reporting standards.

As stated in Note 2, these events or conditions, along with other matters as set forth in Note 2, indicate that a material

uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern. Our opinion is

not modified in respect of this matter.

MATERIALITY

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the nature,

timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and on the

consolidated financial statements as a whole. The materiality for the consolidated financial statements as a whole was

set at $350,000.

30 CAVALIER CORPORATION ANNUAL REPORT 2019
INDEPENDENT AUDITOR’S REPORT (continued)

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the

consolidated financial statements in the current period. Except for the matter described in the material uncertainty

related to going concern, we summarise below those matters and our key audit procedures to address those matters

in order that the shareholders as a body may better understand the process by which we arrived at our audit opinion.

Our procedures were undertaken in the context of and solely for the purpose of our statutory audit opinion on the

consolidated financial statements as a whole and we do not express discrete opinions on separate elements of the

consolidated financial statements.

The key audit matterHow the matter was addressed in our audit

Impairment of non-current assets

Refer to Notes 5a and 5c to the Financial Statements.

As at 30 June 2019, prior to any adjustment for impairment,

the carrying amount of property, plant and equipment

(‘PP&E’) and goodwill relating to the Carpets cash

generating unit (‘CGU’) was $34,630,000 and $2,362,000,

respectively.

The Group’s market capitalisation of $21,977,000 was

significantly below the carrying value of its net assets

of $61,764,000 (pre-impairment) as at 30 June 2019.

This disparity was an indicator of impairment of PP&E

and goodwill allocated to the Carpets CGU.

Management performs an impairment assessment of

PP&E where there are indicators of impairment, and

annually performs an impairment test of goodwill.

Based on this assessment, management determined

that non-current assets allocated to the Carpets CGU

were impaired by $8,491,000. As a result, management

have fully impaired the carrying value of goodwill, and

impaired plant and equipment by $6,129,000. Property

has not been impaired as its fair value as determined by

an independent valuer exceeds its carrying value.

As disclosed in Note 5a and 5c, in assessing whether

the non-current assets allocated to the Carpets CGU

of the Group are impaired, the Group uses a Discounted

Cash Flow (‘DCF’) model. In performing this assessment,

assumptions are made in respect of future economic

and market conditions, such as forecast sales volumes,

expected sales fluctuations, budgeted production

efficiencies, forecast USD and AUD exchange rate

movements, and forecast wool prices, with consideration

of the Group’s hedged positions. Additionally, management

determined a terminal growth rate and discount rate

which reflect an assessment of the time value of money

and the risks specific to the business.

We focused on the impairment of goodwill and PP&E

allocated to the Carpets CGU, due to the magnitude

of these balances and judgement involved in assessing

their recoverability.

Our testing of impairment of goodwill and PP&E included

the following procedures:

> Evaluated management’s identification of CGU’s and

the corresponding allocation of goodwill and PP&E.

> Evaluated the methodologies, data and assumptions

used in the discounted cash flow model and in doing

this, we involved our valuation specialists.

> Challenged management’s cash flow assumptions,

including projected sales volumes, sales margin, wool

price and foreign exchange rates against historical

performance and forecast market information.

> We cross referenced the outcome of the DCF

impairment model against the Group’s market

capitalisation and breakup value of net assets.

> Performed sensitivity analyses on the key assumptions

used in the impairment model.

> Evaluated disclosure of impairment and related key

assumptions in the financial statements of the Group.

Our procedures used a variety of judgements and

assumptions which indicated a range of possible

outcomes. The impairment charged was within that range.

31
Valuation of inventory

Refer to Note 6c to the financial statements.

The Group has significant inventory balances consisting

of both raw materials and finished goods relating primarily

to the production of carpets. During the year there was a

deterioration in the Group’s inventory turnover ratio.

The inventory is valued at the lower of cost and net

realisable value. Assessing the net realisable value of

inventory is complex and requires judgement in regard

to the identification and categorisation of inventory as

obsolete, slow moving and at risk of being sold below

cost. Estimates are then involved in determining the

amount of provision required against the cost of such

inventory items. Consequently, we focused on the

valuation of inventory as part of our audit.

We evaluated the valuation of inventory by performing

the following audit procedures:

> Observed the condition of inventory as part of our

physical inventory count procedures.

> Assessed the Group’s methodology for identifying

slow moving and obsolete inventories, taking into

consideration the nature of the inventory and the

Group’s ongoing inventory rationalisation plans.

> Obtained management’s calculation of net realisable

value for slow moving and obsolete inventories and

compared it to historical sales and margin reports.

We also assessed and challenged key assumptions for

reasonableness and corroborated with explanations

provided by sales and inventory managers.

> Performed a detailed inventory turnover analysis and

considered whether any excess quantities of inventory

are on hand.

> Reviewed and tested underlying sales and inventory

cost reports.

We used the information from the above procedures to

calculate our own provision for inventory obsolescence.

The provision recorded was materially consistent with

our own calculation.

OTHER INFORMATION

The Directors, on behalf of the Group, are responsible for the other information included in the entity’s Annual Financial

Statements and Annual Report. Other information includes the Trend Statement and Disclosure of non-GAAP Financial

Information and the other information included in the Annual Report. Our opinion on the consolidated financial

statements does not cover any other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements our responsibility is to read the other information

and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial

statements or our knowledge obtained in the audit or otherwise appears materially misstated. If, based on the work we

have performed, we conclude that there is a material misstatement of this other information, we are required to report

that fact. We have received the Trend Statement and Disclosure of non-GAAP Financial Information and have nothing

to report in regards to it. The Annual Report is expected to be made available to us after the date of this Independent

Auditor’s Report and we will report the matters identified, if any, to the Directors.

USE OF THIS INDEPENDENT AUDITOR’S REPORT

This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been undertaken so

that we might state to the shareholders those matters we are required to state to them in the independent auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to

anyone other than the shareholders as a body for our audit work, this independent auditor’s report, or any of the opinions

we have formed.

INDEPENDENT AUDITOR’S REPORT (continued)

32 CAVALIER CORPORATION ANNUAL REPORT 2019
RESPONSIBILITIES OF THE DIRECTORS FOR THE CONSOLIDATED FINANCIAL STATEMENTS

The Directors, on behalf of the Company, are responsible for:

> the preparation and fair presentation of the consolidated financial statements in accordance with generally accepted

accounting practice in New Zealand (being New Zealand Equivalents to International Financial Reporting Standards)

and International Financial Reporting Standards;

> implementing necessary internal control to enable the preparation of a consolidated set of financial statements that

is fairly presented and free from material misstatement, whether due to fraud or error; and

> assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless they either intend to liquidate or to cease operations,

or have no realistic alternative but to do so.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS

Our objective is:

> to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material

misstatement, whether due to fraud or error; and

> to issue an independent auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with

ISAs NZ will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated

financial statements.

A further description of our responsibilities for the audit of these consolidated financial statements is located at the

External Reporting Board (XRB) website at:

http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this independent auditor’s report is Aaron Woolsey.

For and on behalf of

KPMG

Auckland

26 August 2019

INDEPENDENT AUDITOR’S REPORT (continued)

33
Note

2019

$000

2018

$000

Revenue3c135,234148,120

Cost of sales(102,378)(111,917)

Gross profit32,85636,203

Other income and gains3d4177

Distribution expenses(22,486)(23,016)

Administration expenses3e(6,814)(6,737)

Restructuring costs–189

Impairment of fixed assets5a(6,129)(90)

Impairment of goodwill5c(2,362)–

Reversal of impairment of fixed assets5a–137

Results from operating activities(4,894)6,763

Net finance costs3g(1,790)(2,798)

Share of profit after tax of equity-accounted investees8a6441,291

Loss on sale of interest in, and property held by, equity-accounted investees8a(11,884)–

(Loss)/Profit before income tax(17,924)5,256

Income tax benefit/(expense)3h1,144(1,175)

(Loss)/Profit after tax for the year$(16,780)$4,081

Basic and diluted (loss)/earnings per share (cents)3b(24.4)5.9

This statement is to be read in conjunction with the notes on pages 40 to 77.

INCOME STATEMENT

For the year ended 30 June 2019

34 CAVALIER CORPORATION ANNUAL REPORT 2019
Note

2019

$000

2018

$000

(Loss)/Profit after tax for the year(16,780)4,081

Other comprehensive income that may be reclassified subsequently

to profit or loss

Effective portion of changes in fair value of cash flow hedges229785

Net change in fair value of cash flow hedges transferred to profit or loss(536)(300)

Income tax on changes in fair value of cash flow hedges3h86(136)

Share of fair value of cash flow hedges (net of income tax) of

equity-accounted investee8a72(97)

Foreign currency translation differences for foreign operations–(1)

(149)251

Other comprehensive income not reclassified subsequently to profit or loss––

Other comprehensive income for the year, net of income tax(149)251

Total comprehensive income for the year$(16,929)$4,332

This statement is to be read in conjunction with the notes on pages 40 to 77.

STATEMENT OF COMPREHENSIVE INCOME

For the year ended 30 June 2019

35
STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2019

Note

Share

Capital

$000

Cash Flow

Hedging

Reserve

$000

Foreign

Currency

Translation

Reserve

$000

Retained

Earnings

$000

Total

Equity

$000

Total equity at 1 July 2018$21,846$(70)$(1,420)$51,866$72,222

Change in accounting policy2–––(304)(304)

Total equity at 1 July 2018 after adjusting

for impact of change in accounting policy21,846(70)(1,420)51,562$71,918

Total comprehensive income for the year–––(16,780)(16,780)

Loss after tax

Other comprehensive income that may be

reclassified subsequently to profit or loss

Changes in fair value of cash flow hedges

(net of income tax)–(221)––(221)

Share of fair value of cash flow hedges (net of

income tax) of equity-accounted investee8a–72––72

–(149)––(149)

Other comprehensive income not reclassified

subsequently to profit or loss–––––

Total other comprehensive income–(149)––(149)

Total comprehensive income for the year–(149)–(16,780)(16,929)

Transactions with owners, recorded directly

in equity–––––

Total equity at 30 June 2019$21,846$(219)$(1,420)$34,782$54,989

This statement is to be read in conjunction with the notes on pages 40 to 77.

36 CAVALIER CORPORATION ANNUAL REPORT 2019
Note

Share

Capital

$000

Cash Flow

Hedging

Reserve

$000

Foreign

Currency

Translation

Reserve

$000

Retained

Earnings

$000

Total

Equity

$000

Total equity at 1 July 2017$21,846$(322)$(1,419)$47,785$67,890

Total comprehensive income for the year

Profit after tax–––4,0814,081

Other comprehensive income that may be

reclassified subsequently to profit or loss

Changes in fair value of cash flow hedges

(net of income tax)–349––349

Share of fair value of cash flow hedges (net of

income tax) of equity-accounted investee8a–(97)––(97)

Foreign currency translation differences for

foreign operations––(1)–(1)

–252(1)–251

Other comprehensive income not reclassified

subsequently to profit or loss–––––

Total other comprehensive income–252(1)–251

Total comprehensive income for the year–252(1)4,0814,332

Transactions with owners, recorded directly

in equity–––––

Total equity at 30 June 2018$21,846$(70)$(1,420)$51,866$72,222

This statement is to be read in conjunction with the notes on pages 40 to 77.

STATEMENT OF CHANGES IN EQUITY (continued)

For the year ended 30 June 2019

37
STATEMENT OF FINANCIAL POSITION

As at 30 June 2019

Note

2019

$000

2018

$000

ASSETS

Property, plant and equipment5a30,16435,142

Goodwill5c–2,362

Investment in equity-accounted investees8a–24,544

Deferred tax asset3h5,4564,971

Total non-current assets35,62067,019

Cash and cash equivalents6a2,7242,111

Trade receivables, other receivables and prepayments6b12,34415,582

Inventories6c47,67847,321

Derivative financial instruments7653971

Income tax receivable315–

Total current assets63,71465,985

Total assets$99,334$133,004

EQUITY

Share capital4b21,84621,846

Cash flow hedging reserve4b(219)(70)

Foreign currency translation reserve4b(1,420)(1,420)

Retained earnings34,78251,866

Total equity54,98972,222

LIABILITIES

Loans and borrowings4c20,50027,500

Employee benefits8c903911

Provisions8b7151,118

Total non-current liabilities22,11829,529

Loans and borrowings4c–4,000

Trade payables and accruals6d17,01419,490

Provisions8b6992,214

Employee entitlements3,8564,076

Deferred income947

Derivative financial instruments7649593

Income tax payable–833

Total current liabilities22,22731,253

Total liabilities44,34560,782

Total equity and liabilities$99,334$133,004

This statement is to be read in conjunction with the notes on pages 40 to 77.

38 CAVALIER CORPORATION ANNUAL REPORT 2019
STATEMENT OF CASH FLOWS

For the year ended 30 June 2019

Note

2019

$000

2018

$000

CASH FLOWS FROM OPERATING ACTIVITIES

Cash receipts from customers135,700149,448

Cash paid to suppliers and employees(130,611)(135,587)

5,08913,861

Dividends received21

Other receipts44

GST refunded14665

Interest paid(1,918)(2,773)

Income tax (paid)/refunded(285)385

Net cash flow from operating activities2,90612,143

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of property, plant and equipment110161

Acquisition of property, plant and equipment5a(4,705)(1,622)

Proceeds from sale of interest in, and property held by,

equity-accounted investees8a10,593–

Dividends received from equity-accounted investees8a2,783140

Net cash flow from investing activities8,781(1,321)

CASH FLOWS FROM FINANCING ACTIVITIES

Movements in bank borrowings4c(11,000)(10,000)

Net cash flow from financing activities(11,000)(10,000)

Net increase in cash and cash equivalents687822

Cash and cash equivalents at beginning of the year2,1111,255

Effect of exchange rate changes on cash(74)34

Cash and cash equivalents at end of the year$2,724$2,111

This statement is to be read in conjunction with the notes on pages 40 to 77.

39
STATEMENT OF CASH FLOWS (continued)

For the year ended 30 June 2019

RECONCILIATION OF PROFIT/LOSS WITH NET CASH FLOW FROM OPERATING ACTIVITIES

2019

$000

2018

$000

(Loss)/Profit after tax for the year(16,780)4,081

Add/(Deduct) non-cash items:

Depreciation3,4793,561

Impairment of fixed assets6,12990

Impairment of goodwill2,362–

Reversal of impairment of fixed assets–(137)

Share of profit of equity-accounted investees(644)(1,291)

Loss on sale of interest in, and property held by, equity-accounted investees11,884–

Deferred tax benefit(399)425

Employee benefits(228)58

Deferred income(37)(38)

Provisions(1,918)(974)

Net gain on sale of property, plant and equipment(35)(72)

Net (gain)/loss on foreign currency balance74(34)

Changes in working capital items:

Trade and other receivables5111,679

Inventories1,5313,314

Income tax payable/receivable(1,030)1,134

Trade payables and accruals(2,060)635

Derivative financial instruments67(288)

Net cash flow from operating activities$2,906$12,143

This statement is to be read in conjunction with the notes on pages 40 to 77.

40 CAVALIER CORPORATION ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2019

1. COMPANY INFORMATION

Cavalier Corporation Limited (“Cavalier” or “Company”) is a limited liability company that is domiciled and

incorporated in New Zealand.

The financial statements presented are for Cavalier and its subsidiaries (“Group”) and the Group’s investment

in equity-accounted investees as at, and for the year ended, 30 June 2019.

The Company is registered under the Companies Act 1993 and is an FMC reporting entity for the purposes

of the Financial Reporting Act 2013 and the Financial Markets Conduct Act 2013. The financial statements have

been prepared in accordance with these Acts.

The principal activities of the Group comprise wool acquisition, and carpet sales and manufacturing.

All Group subsidiaries are wholly-owned.

The Group had a 27.5% interest in commission woolscourer, Cavalier Wool Holdings Limited (“CWH”). It also

has a 50% interest in property-owning entity, CWS Assets Limited (“CWSA”). The Group sold its interest in CWH,

and CWSA sold the property that it held, on 30 September 2018.

2. GENERAL INFORMATION RELATING TO PREPARATION OF FINANCIAL STATEMENTS

Statement of compliance

The financial statements comply with New Zealand equivalents to International Financial Reporting Standards

(NZ IFRS), other applicable New Zealand accounting standards and authoritative notices as appropriate for Tier 1

For-Profit entities. The financial statements also comply with International Financial Reporting Standards (IFRS).

Basis of preparation

The financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting

Practice (NZ GAAP) as appropriate for Tier 1 For-Profit entities.

They have been prepared on the historical cost basis, except for derivative financial instruments which are measured

at fair value as disclosed at note 7 (Risks and financial instruments) to the financial statements.

The financial statements are presented in New Zealand dollars ($), which is the Company’s functional currency.

All entities in the Group have New Zealand dollars as its functional currency. Unless otherwise indicated, all financial

information presented in New Zealand dollars has been rounded to the nearest thousand.

The income statement and statements of comprehensive income, changes in equity and cash flows are stated

exclusive of GST. All items in the statement of financial position are stated exclusive of GST, except for trade

receivables and trade payables, which include GST invoiced.

Going concern

The Group prepares its financial statements on a going concern basis and expects to be able to realise its assets and

meet its financial obligations in the normal course of business.

During the year ended 30 June 2019, the Group encountered challenging trading conditions and had difficulties

achieving its forecast sales and profitability targets, resulting in the Group renegotiating its EBITDA and

inventory bank covenants in December 2018 to better reflect the conditions prevailing at the time. The Group

further renegotiated its banking covenants on 28 June 2019 as part of the extension of its funding facilities to

1 September 2020.

For the year to June 2019, the Group made a loss after tax of $16,780,000 which included a non-cash loss on the

disposal of its 27.5% interest in, and property held by, equity-accounted investees of $11,884,000 and impairment

of goodwill and plant and equipment of $6,775,000 after tax. Carpet sales revenue decreased by 9%, on carpet sales

volume 12% lower, during the year.

41
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

The June 2019 extension of the funding facilities established covenants, with compliance dependent on the Group

achieving an increase in carpet sales volumes and margins compared with the previous year.

The Group’s ability to comply with the Bank’s financial covenants, as disclosed at note 4c (Loans and borrowings)

to the financial statements, and generate sufficient cash flows from operations to satisfy its funding and other

financial obligations for a period of at least 12 months following the issuance of the Group’s financial statements

is important to determining the appropriateness of the going concern basis of accounting.

Management forecasts the Group’s financial performance, cash flows and financial position as part of its

management and monitoring of the Group’s operations, including ensuring that the Group will be able to comply

with its financial covenants and debt repayment obligations over the term of the facility. In preparing these

financial forecasts, the following assumptions have been made:

(i) an increase in carpet sales volumes and woollen carpet pricing of 9% and 4% respectively, in comparison with

the financial year ended 30 June 2019;

(ii) NZD:AUD rate of 0.9300, after considering hedged positions;

(iii) operating performance of the Group’s manufacturing plants consistent with that for the financial year ended

30 June 2019;

(iv) wool price, scoured and delivered, of $4.08/kg; and

(v) a 2% reduction in inventory.

The Board of Directors (“Board”) notes that these financial forecasts are particularly sensitive to changes in sales

volumes and margins. Keeping all other assumptions constant, the Group would likely breach its financial covenants

if the Group was unable to achieve an increase in sales volumes of 4% or, alternatively, an increase in sales price

compared with the financial year ended 30 June 2019.

A decrease in sales volumes by 7% and failing to achieve a sales price increase would likely result in the Group

ceasing to generate positive cash flows from operations.

As a consequence, the Board believes there is material uncertainty concerning the Group’s ability to achieve its financial

forecasts which may cast significant doubt on the Group’s ability to comply with the Bank’s financial covenants and

continue as a going concern.

Should the Group not achieve its financial forecasts and meet its debt obligations, the Group may not be able

to continue as a going concern and realise the value in its assets and discharge its liabilities in the normal course

of business.

The Board has implemented a number of initiatives to address this uncertainty including:

(i) plans to grow carpet sales by focusing on in-store presence, supply chain improvements and on-going

product development and range refreshment;

(ii) initiatives to reduce the cost base; and

(iii) appointment of a sub-committee of the Board to oversee the implementation of the strategy to grow

carpet sales.

Additionally, the Board notes, after taking into consideration the 7 August 2019 valuation of the Group’s Auckland

property that was carried out by CBRE, that the fair value of the property on commercial sale and leaseback terms

would be sufficient to settle the Group’s debt facility should the need arise.

The Board considers the Group to be a going concern and believes that the Group will be able to meet its contractual

obligations as further disclosed at note 4c (Loans and borrowings) and note 7 (Risks and financial instruments and risks)

to the financial statements.

2. GENERAL INFORMATION RELATING TO PREPARATION OF FINANCIAL STATEMENTS

(continued)

Going concern (continued)

42 CAVALIER CORPORATION ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

Significant accounting policies, estimates and judgements

The preparation of financial statements requires management to make judgements, estimations and assumptions

(based on historical experience and other factors management believes to be reasonable) that affect the application

of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ

from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are

recognised in the period in which the estimate is revised and in any future periods affected.

Accounting policies are identified throughout the notes to the financial statements.

Information about judgements, estimations and assumptions that have a significant effect on the amounts

recognised in the financial statements are disclosed in the following notes:

• Note 2 – going concern

• Note 3h – measurement and recoverability of tax losses

• Note 5a – recoverability of property, plant and equipment

• Note 5c – recoverability of goodwill

• Note 6c – inventory provisioning

• Note 8b – measurement of provisions

• Note 8c – measurement of employee benefits

Accounting policies and judgements, estimations and assumptions are identified using the following coloured boxes:

Accounting policiesJudgements, estimations and assumptions

Basis of consolidation

The financial statements incorporate the assets and liabilities of all subsidiaries of the Group as at 30 June 2019

and the results of all subsidiaries for the year then ended. Subsidiaries are all entities over which the Company has

control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from

its involvement with the entity and has the ability to affect those returns through its power over the entity.

Intra-group balances and transactions, and any unrealised gains arising from intra-group transactions, are

eliminated in preparing the financial statements. Unrealised losses are also eliminated unless the underlying

intra-group transaction provides evidence that the asset transferred is impaired.

Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment

to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised

gains, but only to the extent that there is no evidence of impairment.

New and amended accounting standards adopted and changes in accounting policies

There have been no changes in the accounting policies adopted in the preparation of the financial statements except

as a consequence of the Group’s adoption of NZ IFRS 9 Financial Instruments (NZ IFRS 9) and NZ IFRS 15 Revenue

from Contracts with Customers (NZ IFRS 15) during the year.

Impact of the adoption of NZ IFRS 9

Effective 1 July 2018, the Group applied NZ IFRS 9 for its accounting of financial instruments, which included the

adoption of the expected loss model, as opposed to the incurred loss model under the old standard, for the

assessment of trade and other receivables for impairment. Under the new standard, the Group assesses impairment

of trade and other receivables on a forward-looking basis, taking into account not only past events and current

conditions, but also forecast of future economic conditions.

It has been determined that the impact of the new standard on the assessment of trade and other receivables for

impairment is minimal.

2. GENERAL INFORMATION RELATING TO PREPARATION OF FINANCIAL STATEMENTS

(continued)

43
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

2. GENERAL INFORMATION RELATING TO PREPARATION OF FINANCIAL STATEMENTS

(continued)

New and amended accounting standards adopted (continued)

Impact of the adoption of NZ IFRS 9 (continued)

From 1 July 2018, the Group classifies its financial assets and financial liabilities in the following measurement

categories: those to be measured subsequently at fair value (either through other comprehensive income (‘OCI”),

or through profit or loss), and those to be measured at amortised cost.

The classification and measurement of financial instruments have resulted in trade and other receivables and cash

and cash equivalents being reclassified as amortised cost (previously loans and receivables) in note 7 (Risks and

Financial Instruments) to the financial statements. Derivative financial instruments that are in cash flow hedge

relationships are measured at fair value through other comprehensive income where the hedges are effective.

Derivative financial instruments that are not in a cash flow hedge relationship or where the hedges are ineffective

are measured at fair value through profit or loss. All other financial instruments (including cash, trade and other

receivables, trade payables and bank borrowings) are measured at amortised cost.

The Group elected to apply the cumulative effect method, with no restatement of comparative period amounts, in

applying NZ IFRS 9. The cumulative effect of applying the new standard is minimal, with no adjustment to the

opening balance of retained earnings recognised in the Statement of Changes in Equity required as a consequence.

Impact of the adoption of NZ IFRS 15

Effective 1 July 2018, the Group also applied NZ IFRS 15 for its accounting of revenue from contracts with customers.

Based on the five-step assessment performed by the Group pursuant to NZ IFRS 15, the impact of the new standard

is minimal. All of the revenue earned by the Group is derived from the satisfaction of a single performance obligation

for each contract, which can be for the sale of carpet, carpet yarn or wool. This revenue has historically been

recognised at the time there is the transfer of the risks and rewards of ownership of the products sold to the

customer. It has been determined that revenue is now recognised when the customer obtains control of the

products sold, typically on the earlier of payment or delivery.

It has also been determined that there are:

• no material changes to the accounting for rebates, discounts or any other variable consideration under

NZ IFRS 15; and

• no financing components within the Group’s sales arrangements.

The new accounting policy on revenue is disclosed in note 3c (Revenue) to the financial statements.

The Group also elected to apply the cumulative effect method, with no restatement of comparative period amounts,

in applying NZ IFRS 15. The cumulative effect of applying the new standard is dealt with as an adjustment to the

opening balance of retained earnings recognised in the Statement of Changes in Equity.

The Group’s revenue recognition policy remains largely the same with the exception that revenue is now recognised

when the customer obtains control of the products sold, typically on the earlier of payment or delivery.

The adoption of NZ IFRS 15 has impacted the timing of when some revenue is recognised, resulting in the following

adjustments to opening retained earnings.

$000

Retained earnings as at 1 July 2018 before NZ IFRS 15 adjustments51,866

Change in revenue(2,371)

Change in cost of sales1,949

Change in income tax expense118

Retained earnings as at 1 July 2018 after NZ IFRS 15 adjustments$51,562

44 CAVALIER CORPORATION ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

2. GENERAL INFORMATION RELATING TO PREPARATION OF FINANCIAL STATEMENTS

(continued)

New and amended accounting standards adopted (continued)

Impact of the adoption of NZ IFRS 15 (continued)

The table below shows the effect of the adoption of NZ IFRS 15 on 1 July 2018 on the Condensed Consolidated

Statement of Financial Position:

As previously

reported

$000

NZ IFRS 15

reclassifications

$000

Restated

$000

Assets

Trade receivables, other receivables and prepayments15,582(2,727)12,855

Inventories47,3211,88949,210

Total impact on assets$62,903$(838)$62,065

Liabilities

Trade payables and accruals19,490(416)19,074

Income tax payable833(118)715

Total impact on liabilities$20,323$(534)$19,789

Retained earnings$51,866$(304)$51,562

45
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

3. FINANCIAL PERFORMANCE

This section deals with the financial performance of the Group and addresses, among other things, the financial

performance of the Group’s reportable segments and the key areas that impact on the Group’s profitability, including

operating revenue, other income, gains/losses on sale of property, plant and equipment, expenses and taxation.

3a. Segment performance

Reportable segments

The Group’s reportable and operating segments are:

• carpet sales and manufacturing; and

• wool acquisition.

An operating segment is a component of the Group:

• that engages in business activities from which it may earn revenues and incur expenses, including revenues

and expenses that relate to transactions with any of the Group’s other components;

• whose operating results are regularly reviewed by the Group’s chief operating decision maker - in this case,

the Chief Executive Officer - to make decisions about the resources to be allocated to the segment and to assess

its performance; and

• for which discrete financial information is available.

Inter-segment transactions

All inter-segmental transactions included in revenue and operating expenses for each segment are on an

arm’s-length basis. Inter-segmental sales during the year and intercompany profits on stocks at balance date

are eliminated on consolidation.

Geographical areas

In presenting information on the basis of geographical areas, revenue is based on the geographical location of

customers and non-current assets are based on the geographical location of those assets.

2019

$000

2018

$000

Revenue

New Zealand78,31684,482

Australia52,64057,878

Rest of the world4,2785,760

$135,234$148,120

As at

30 June 2019

$000

As at

30 June 2018

$000

Non-current assets

New Zealand34,95566,522

Australia665497

$35,620$67,019

Major customers

None of the Group’s external customers contributed revenues in excess of 10% of the Group’s total revenues.

46 CAVALIER CORPORATION ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

3. FINANCIAL PERFORMANCE (continued)

3a. Segment performance (continued)

CarpetsWool AcquisitionTotal

2019

$000

2018

$000

2019

$000

2018

$000

2019

$000

2018

$000

External revenue113,059123,72422,17524,396135,234148,120

Inter-segment revenue––3,2773,0693,2773,069

Total revenue$113,059$123,724$25,452$27,465138,511151,189

Elimination of inter-segment revenue(3,277)(3,069)

Consolidated revenue$135,234$148,120

Segment result before depreciation,

restructuring related expenses and

impairment7,72110,3189281,4118,64911,729

Depreciation(3,339)(3,445)(140)(116)(3,479)(3,561)

Segment result before restructuring

and impairment4,3826,8737881,2955,1708,168

Restructuring costs–189–––189

Impairment of fixed assets(6,129)(90)––(6,129)(90)

Impairment of goodwill(2,362)–(2,362)

Reversal of impairment of

fixed assets–137–––137

Segment result after restructuring

and impairment(4,109)7,1097881,295(3,321)8,404

Elimination of inter-segment profits(30)(66)

Unallocated corporate costs(1,543)(1,575)

Results from operating activities(4,894)6,763

Net finance costs(1,790)(2,798)

Share of profit after tax of

equity-accounted investees6441,291

Loss on sale of interest in, and

property held by, equity-accounted

investees(11,884)–

(Loss)/Profit before income tax(17,924)5,256

Income tax benefit/(expense)1,144(1,175)

(Loss)/Profit after tax for the year$(16,780)$4,081

47
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

3. FINANCIAL PERFORMANCE (continued)

3a. Segment performance (continued)

CarpetsWool AcquisitionTotal

2019

$000

2018

$000

2019

$000

2018

$000

2019

$000

2018

$000

Reportable segment assets96,300104,6653,0343,79599,334108,460

Investment in equity-accounted

investees–24,544

Total assets$99,334$133,004

Capital expenditure4,3281,392377230$4,705$1,622

Reportable segment liabilities21,49626,1222,3493,16023,84529,282

Unallocated liabilities20,50031,500

Total liabilities$44,345$60,782

Employee numbers

Operations4354412427459468

Unallocated35

Total employee numbers462473

3b. Earnings per share

Basic and diluted (loss)/earnings per share (EPS)

20192018

(Loss)/Profit after tax attributable to shareholders of the Company ($000)(16,780)4,081

Weighted average number of ordinary shares outstanding68,679,09868,679,098

Basic and diluted EPS (cents)(24.4)5.9

48 CAVALIER CORPORATION ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

3. FINANCIAL PERFORMANCE (continued)

3c. Revenue

2019

$000

2018

$000

Sales of goods

Carpet111,412121,682

Wool22,17524,396

Carpet yarn8761,933

134,463148,011

Provision of installation services771109

Total revenue$135,234$148,120

Sale of goods

Revenue is recognised when or as performance obligations are satisfied by transferring control of the products

sold to the customer at the transaction price specified in the contract. Control typically transfers to the customer

on the earlier of payment for, or delivery of, the product. The transaction price includes all amounts which the

Group expects to be entitled to, net of goods and services tax and other indirect taxes, expected rebates and

discounts. Where applicable, rebates and/or discounts are included within the consideration using an estimation

typically based on the most likely method and are only recognised to the extent that it is highly probable that a

significant reversal will not occur.

Provision of services

Revenue from services rendered is recognised in profit or loss in proportion to the stage of completion of the

transaction at the reporting date. The stage of completion is determined by reference to the physical quantities

of materials processed.

3d. Other income and gains

2019

$000

2018

$000

Rentals received44

Dividends received21

Net gain on sale of property, plant and equipment3572

Total other income and gains$41$77

3e. Administration expenses

The following items of expenditure are included in administration expenses:

2019

$000

2018

$000

Donations$15$25

Fees paid and payable to KPMG for:

Audit of financial statements168179

Tax services3023

Other services65

Total fees paid and payable to KPMG$204$207

Tax services were in respect of transfer pricing and review of income tax returns, and other services were in respect

of scrutineering work at the Annual Meeting of shareholders.

49
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

3. FINANCIAL PERFORMANCE (continued)

3f. Personnel expenses

2019

$000

2018

$000

Directors’ fees387345

Wages, salaries, bonuses and holiday pay32,69433,227

Employee termination benefits552322

Employee benefits2,6922,901

Decrease in liability for retiring allowances and long service leave(8)(101)

Total personnel expenses$36,317$36,694

Personnel costs are included in cost of sales, distribution expenses and administration expenses in the income

statement (except for employee termination benefits relating to restructuring of the Group’s operations which

are classified under restructuring costs).

3g. Net finance costs

2019

$000

2018

$000

Interest income236

Interest expense(1,792)(2,834)

Net finance costs$(1,790)$(2,798)

Net finance costs include interest expense on borrowings and interest income on funds invested.

All interest expense and income are recognised in profit or loss using the effective interest method.

3h. Income tax

2019

$000

2018

$000

Income tax (benefit)/expense in the income statement

Current tax (benefit)/expense

Current year(646)491

Adjustment for prior years(99)259

(745)750

Deferred tax (benefit)/expense

Origination and reversal of temporary differences(492)681

Adjustment for prior years93(256)

(399)425

Income tax (benefit)/expense$(1,144)$1,175

Reconciliation of effective tax rate

(Loss)/Profit after tax for the year(16,780)4,081

Income tax (benefit)/expense(1,144)1,175

(Loss)/Profit excluding income tax$(17,924)$5,256

50 CAVALIER CORPORATION ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

3. FINANCIAL PERFORMANCE (continued)

3h. Income tax (continued)

2019

$000

2018

$000

Income tax using the Company’s domestic tax rate of 28% (2018: 28%)(5,019)1,472

Share of profit after tax of equity-accounted investees(180)(361)

Loss on sale of interest in, and property held by, equity-accounted investees3,328–

Impairment of goodwill661–

Non-deductible expenses3643

Effect of tax rate difference in foreign jurisdiction3529

Underprovided in prior years(6)3

Other1(11)

Income tax (benefit)/expense$(1,144)$1,175

Income tax recognised directly in equity

Derivative financial instruments(86)136

Income tax on income and expense recognised directly in equity$(86)$136

Imputation credits

Imputation credits available to shareholders of the Company$9,232$8,748

Deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:

AssetsLiabilitiesNet

2019

$000

2018

$000

2019

$000

2018

$000

2019

$000

2018

$000

Property, plant and equipment––(1,130)(2,744)(1,130)(2,744)

Derivatives––––––

Inventories644589––644589

Employee benefits1,1241,232––1,1241,232

Provisions1,1932,092––1,1932,092

Tax loss carry-forwards3,6253,802––3,6253,802

Net tax assets/(liabilities)$6,586$7,715$(1,130)$(2,744)$5,456$4,971

Deferred tax assets have not been recognised in respect of temporary differences arising from tax losses totalling

$24,150,000 (2018: $24,149,000) relating to an Australian subsidiary that currently does not have trading activity.

It is not probable that future taxable profit will be available against which the Group can use the benefits therefrom.

51
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

3. FINANCIAL PERFORMANCE (continued)

3h. Income tax (continued)

Deferred tax assets and liabilities (continued)

Movement in temporary differences during the year:

Balance

30 June 2018

$000

Recognised in

profit or loss

$000

Recognised

in equity

$000

Balance

30 June 2019

$000

Property, plant and equipment(2,744)1,614–(1,130)

Derivatives–(86)86–

Inventories58955–644

Employee benefits1,232(108)–1,124

Provisions2,092(899)–1,193

Tax loss carry-forwards3,802(177)–3,625

Total$4,971$399$86$5,456

Balance

30 June 2017

$000

Recognised in

profit or loss

$000

Recognised

in equity

$000

Balance

30 June 2018

$000

Property, plant and equipment(3,004)260–(2,744)

Derivatives–136(136)–

Inventories778(189)–589

Employee benefits1,2248–1,232

Provisions2,04250–2,092

Tax loss carry-forwards4,492(690)–3,802

Total$5,532$(425)$(136)$4,971

Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit or loss except to

the extent that it relates to items recognised directly in other comprehensive income, in which case it is recognised

in other comprehensive income.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the reporting

date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities

for financial reporting purposes and the amounts used for taxation purposes and is measured at the tax rates that

are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted

or substantively enacted by the reporting date.

Deferred tax assets are recognised for unused tax losses and deductible temporary differences to the extent that

it is probable that future taxable profits will be available against which they can be used. Future taxable profits

are determined based on business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed

at each balance date and adjusted to the extent that it is no longer probable that sufficient taxable profits will be

available in the future to utilise the deferred tax asset.

52 CAVALIER CORPORATION ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

4. FUNDING

This section looks at the Group’s two key sources of funding, how it manages its funding and other related matters.

4a. Capital management

The Group’s capital includes share capital, reserves and retained earnings.

The Group’s capital management policy is aimed at maintaining a strong capital base so as to maintain investor,

creditor and market confidence in the Group and to enable it to continue to fund the ongoing needs of the business

and to sustain its future development.

The impact of the level of capital on shareholders’ return is also recognised, as is the return to shareholders in

the form of dividends paid and growth in share price, and the Group works to maintain a balance between the

higher returns that might be possible with greater gearing and the advantages and security afforded by a sound

capital base.

The Group is not subject to any externally imposed capital requirements, except that one of the covenants with

its Bank requires total equity, after deducting intangibles, to be maintained at a pre-determined percentage of total

tangible assets. There is satisfactory headroom in this covenant at balance date.

The allocation of capital between the Group’s specific business segment operations and activities is, to a large extent,

driven by the opportunities that exist within each of these segments and the optimisation of the return achieved on

the capital allocated. The process of allocating capital to specific business segment operations and activities is

determined by the Chief Executive Officer in consultation with the Board and is therefore undertaken independently

of those responsible for the operation.

The Group’s policies in respect of capital management and allocation are reviewed regularly by the Board.

There have been no material changes in the Group’s management of capital during the year.

Consistent with best practice, the Group monitors capital on the basis of the leverage. Leverage is calculated as net

debt divided by total capital employed. Net debt is determined as total loans and borrowings (including both

non-current and current as shown in the consolidated statement of financial position) plus bank overdraft less cash

and cash equivalents. Total capital employed is calculated as equity as shown in the consolidated statement of

financial position plus net debt financing assets in operation.

The Group’s leverage at balance date was as follows:

2019

$000

2018

$000

Total loans and borrowings, including current portion20,50031,500

Less cash and cash equivalents(2,724)(2,111)

Net debt17,77629,389

Total equity54,98972,222

Total capital employed$72,765$101,611

Leverage24.4%28.9%

53
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

4. FUNDING (continued)

4b. Share capital, dividends and reserves

Share capital

20192018

Number of ordinary shares issued68,679,09868,679,098

All issued shares are fully paid up and have no par value.

The holders of ordinary shares are entitled to receive dividends as declared from time to time and one vote per share

at meetings of the Company. All shares rank equally with regard to the Company’s residual assets.

Dividends

No dividends were paid during the year (2018: Nil).

The Board has not declared a final dividend in respect of the current year ended 30 June 2019 (2018: Nil).

Cash flow hedging reserve

The Group uses derivative financial instruments to hedge its exposure to foreign exchange and interest rate risks

arising from operational, financing and investing activities. In accordance with its treasury policy, the Group does

not hold or issue derivative financial instruments for trading purposes. However, derivatives that do not qualify for

hedge accounting are accounted for as trading instruments.

Derivative financial instruments are recognised initially at fair value and transaction costs are expensed immediately.

Subsequent to initial recognition, derivative financial instruments are stated at fair value. The gain or loss on

re-measurement to fair value is recognised immediately in profit or loss.

Where derivatives qualify for hedge accounting, changes in the fair value of the derivative hedging instrument

designated as a cash flow hedge are recognised in other comprehensive income to the extent that the hedge

is effective. To the extent that the hedge is ineffective, changes in fair value are recognised in profit or loss.

If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or

exercised, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognised

in other comprehensive income remains there until the forecast transaction occurs at which time the gain or loss is

transferred to profit or loss. When the hedge item is a non-financial asset, the amount recognised in the cash flow

hedging reserve is transferred to the carrying amount of the asset when it is recognised. In other cases, the amount

recognised in the cash flow hedging reserve is transferred to profit or loss in the same year that the hedged item

affects profit or loss.

The cash flow hedging reserve represents the effective portion of the cumulative net change in the fair value of cash

flow hedging instruments related to hedged transactions that have not yet occurred.

Foreign currency translation reserve

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition,

are translated to New Zealand dollars at exchange rates at the reporting date. The income and expenses of foreign

operations are translated to New Zealand dollars at exchange rates at the dates of the transactions.

The foreign currency translation reserve comprises all exchange rate differences arising from the translation

of the financial statements of foreign operations and the translation of liabilities designated as hedges against

the Company’s net investment in a foreign operation.

54 CAVALIER CORPORATION ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

4. FUNDING (continued)

4c. Loans and borrowings

This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings.

For more information about the Group’s exposure to interest rate risks, see note 7 (Risks and financial instruments)

to the financial statements.

The Group’s funding facilities are provided by Bank of New Zealand and National Australia Bank Limited

(together, “the Bank”).

The Group had total New Zealand dollar-denominated bank funding facilities of $23,400,000 at balance date,

with $20,500,000 utilised at that date.

The Group also had overdraft facilities totalling $1,598,000 at balance date. These facilities are repayable on

demand and none of these were utilised at that date.

The Group had financial covenants with the Bank that required the Group to meet, amongst other things, certain

EBITDA, revenue, inventory and equity ratio targets during the year. The Group was not in breach of these financial

covenants throughout the year ended 30 June 2019 as it was able to renegotiate these with the Bank in advance

where required to better reflect operating conditions and financial performance as the year progressed.

Details of the Group’s loans and borrowings at 30 June are as follows:

Nominal

interest rate

2019

%

Face

value

2019

$000

Carrying

amount

2019

$000

Nominal

interest rate

2018

%

Face

value

2018

$000

Carrying

amount

2018

$000

Non-current20,50020,50027,50027,500

Current––4,0004,000

Total secured bank loans7.0$20,500$20,5007.3$31,500$31,500

The Group had no other borrowings at balance date (2018: Nil).

Certain companies in the Group have granted in favour of Bank of New Zealand, as security agent for the Bank,

a first-ranking composite general security deed and cross guarantee securing all obligations of the Group to the

Bank, including obligations for the payment and repayment of moneys due, owing or payable by the Group to the

Bank. The property-owning companies in the Group have also granted in favour of Bank of New Zealand

first-ranking mortgages in respect of land and buildings as security for all obligations of the Group to the Bank,

including obligations for the payment and repayment of moneys due, owing or payable by the Group to the Bank

(see note 5a (Property, plant and equipment) to the financial statements).

The Group extended its funding facilities with the Bank to 1 September 2020 prior to balance date.

In extending the funding facilities, the Group also renegotiated its financial covenants with the Bank, with the

equity and interest cover ratios, as well as EBITDA, revenue and inventory targets, reset to reflect the Group’s

latest financial forecasts.

55
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

5. ASSETS EMPLOYED

This section covers non-current assets, being property, plant and equipment, other assets and goodwill, that the

Group employs in the production and sale of carpet, and the acquisition and sale of wool, to generate revenues

and profits.

5a. Property, plant and equipment

Land and

buildings

$000

Plant and

equipment

$000

Other

assets

$000

Under

construction

$000

Total

$000

Cost or deemed cost

Balance at 1 July 201823,73472,60314,601119111,057

Additions4346942,6219564,705

Disposals(9)(4,511)(1,109)–(5,629)

Transfers–6256(118)–

Balance at 30 June 2019$24,159$68,848$16,169$957$110,133

Balance at 1 July 201723,54873,09614,377414111,435

Additions1624389051171,622

Disposals–(977)(797)(226)(2,000)

Transfers2446116(186)–

Balance at 30 June 2018$23,734$72,603$14,601$119$111,057

Depreciation and impairment losses

Balance at 1 July 20182,40361,44412,068–75,915

Depreciation for the year2572,568654–3,479

Impairment losses provided–4,3691,760–6,129

Disposals(9)(4,443)(1,102)–(5,554)

Balance at 30 June 2019$2,651$63,938$13,380–$79,969

Balance at 1 July 20172,17559,80312,10822674,312

Depreciation for the year2282,645688–3,561

Impairment losses reversed–(137)––(137)

Impairment losses provided–90––90

Disposals–(957)(728)(226)(1,911)

Balance at 30 June 2018$2,403$61,444$12,068–$75,915

Carrying amounts

At 30 June 2019$21,508$4,910$2,789$957$30,164

At 30 June 2018$21,331$11,159$2,533$119$35,142

Other assets comprise fixtures and fittings (including leasehold improvements and display stands), computer

equipment, motor vehicles and office equipment.

56 CAVALIER CORPORATION ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

5. ASSETS EMPLOYED (continued)

5a. Property, plant and equipment (continued)

Impairment loss

Impairment loss in respect of plant and equipment and other assets of $6,129,000 was recognised for the year

(2018: $90,000).

No prior year impairment losses relating to specific items of fixed assets were reversed during the year

(2018: $137,000).

Due to identification of indicators of impairment – more particularly, the $39,787,000 shortfall in the Group’s market

capitalisation when compared with the carrying value of its net assets (before impairment of goodwill, plant and

equipment and other assets) at balance date, the deterioration in profitability and the ongoing reduction in carpet

sales volumes – the Group conducted an impairment test of the carrying value of the assets (more particularly,

goodwill, property, plant and equipment and other assets) that is allocated to the carpet sales and manufacturing

cash-generating unit (“Carpet CGU”) as at 30 June 2019.

The carrying value of these assets was tested for impairment by determining the recoverable amount of the Carpet

CGU and assessing the extent to which the carrying value of these assets exceeds the recoverable amount, with an

impairment loss recognised to the extent of that excess.

The recoverable amount of the Carpet CGU was determined by discounting Carpet CGU cash flow projections for

the next five years, taking into consideration historic data and forecast economic conditions and based on the

following significant assumptions:

• Carpet sales volumes down 5% on 2019 in 2020, before increasing by 6% per annum from 2021 to 2023 and

returning sales volumes to the levels achieved in 2018;

• Carpet sales prices to increase by average of 2% in respect of wool products in 2020 and then remaining

unchanged thereafter;

• Wool price, scoured and delivered, of $4.02/kg throughout the period;

• NZD:AUD exchange rates of around 0.9300 throughout the period;

• Improvement in operating performance of the Group’s manufacturing plants and reduction in operating costs;

• Post-tax discount rate of 12.8% (2018: 11.1%);

• Long term growth rate of 1.5% (2018: 2.0%).

Management believes that the key assumptions used, and estimates made, represent the most realistic assessment

of the recoverable amount of the assets, including goodwill, allocated to the Carpet CGU.

Based on this assessment – which indicated impairment losses totalling $8,491,000 (being the extent to which the

carrying value of assets allocated to the Carpet CGU exceeded its recoverable amount at balance date) – the Board

approved the $6,129,000 impairment of plant and equipment and other assets in addition to the $2,362,000

impairment of goodwill as disclosed at note 5c (Goodwill) to the financial statements.

57
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

5. ASSETS EMPLOYED (continued)

5a. Property, plant and equipment (continued)

Security

At balance date, the Group’s property, plant and equipment were subject to various registered charges in favour

of the Group’s bankers as security for the Group’s banking facilities and arrangements (see note 4c (Loans and

borrowings) to the financial statements).

Recognition and measurement

Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed

assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to

a working condition for its intended use, and the cost of dismantling and removing the items and restoring the

site on which they are located. Purchased software that is integral to the functionality of the related equipment is

capitalised as part of that equipment.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as

separate items (major components) of property, plant and equipment.

Under construction

Items being constructed for future use are held as part of property, plant and equipment under construction.

The carrying amounts of these represent the costs incurred at balance date and will be transferred to the

appropriate classification of property, plant and equipment on completion. Initial cost includes the purchase

consideration and those costs directly attributable in bringing the asset to the location and condition necessary

for its intended use. These costs include site preparation costs, installation costs, borrowing costs, unrecovered

operating costs incurred during planned commissioning and the costs of obtaining consents.

Costs cease to be capitalised when all the activities necessary to bring the asset to its location and condition for

its intended use are complete.

Depreciation

Depreciation is recognised in the income statement over the estimated useful lives of each part of an item of

property, plant and equipment. Land is not depreciated.

The principal rates used for the current and comparative periods are as follows:

• buildings 1.0 – 2.5% straight line

• plant and equipment 6.7 – 10.0% straight line

• other assets

– fixtures and fittings 10.0% straight line

– computer equipment 20.0 – 25.0% straight line

– motor vehicles and office equipment 20.0% diminishing value

Depreciation methods, useful lives and residual values are reassessed at each reporting date.

Impairment

The carrying amount of property, plant and equipment and other assets is tested for impairment whenever there

are indicators of impairment.

An impairment loss is recognised if the carrying amount of the cash-generating unit (being the smallest identifiable

asset group that generates cash flows that are largely independent from other assets and groups) to which the

property, plant and equipment and other assets is allocated exceeds its recoverable amount.

The recoverable amount of a cash-generating unit is the greater of its value in use and its fair value less costs to

sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a post-tax

discount rate that reflects current market assessments of the time value of money and the risks specific to the cash

generating unit.

Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount

of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group

of units) on a pro rata basis.

58 CAVALIER CORPORATION ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

5. ASSETS EMPLOYED (continued)

5a. Property, plant and equipment (continued)

The assessment of the recoverable amount of the Carpet CGU requires judgements, estimations and assumptions

regarding the various inputs underlying the five-year cash flow projections of the Carpet CGU as well as the

discount rate used to determine the net present values of those future cash flows.

5b. Capital commitments

The Group had outstanding commitments for the purchase of plant and equipment of $361,000 at balance date

(2018: $397,000).

5c. Goodwill

As disclosed at note 5a (Property, plant and equipment) to the financial statements, the Group conducted an

impairment test of the carrying value of the assets – including goodwill – that is allocated to the carpet sales and

manufacturing cash-generating unit (“Carpet CGU”) as at 30 June 2019.

Based on the results and management’s assessment of the recoverable amount of the assets allocated to the Carpet

CGU as disclosed at note 5a (Property, plant and equipment) to the financial statements, the Board has approved the

impairment of the $2,362,000 of goodwill at balance date, consistent with the challenging operating conditions and

the ongoing reduction in carpet sales volumes.

The carrying amount of goodwill is tested annually for impairment.

An impairment loss is recognised if the carrying amount of the cash-generating unit (being the smallest identifiable

asset group that generates cash flows that are largely independent from other assets and groups) to which the

goodwill is allocated exceeds its recoverable amount. Impairment loss of goodwill cannot be reversed in future periods.

The recoverable amount of a cash-generating unit is the greater of its value in use and its fair value less costs to sell.

In assessing value in use, the estimated future cash flows are discounted to their present value using a post-tax

discount rate that reflects current market assessments of the time value of money and the risks specific to the cash

generating unit.

Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount

of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of

units) on a pro rata basis.

Refer to note 5a (Property, plant and equipment) to the financial statements for details.


6. WORKING CAPITAL

This section reviews the level of working capital the Group generates and utilises in its normal day-to-day operating

activities. The Group’s working capital includes short-terms assets (cash and cash equivalents, trade receivables,

other receivables and prepayments and inventories) and liabilities (trade payables and accruals).

6a. Cash and cash equivalents

Cash and cash equivalents at balance date comprise cash on hand.

Cash and cash equivalents comprise cash on hand, deposits held at call with financial institutions and bank

overdrafts used for cash management purposes.

59
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

6. WORKING CAPITAL (continued)

6b. Trade receivables, other receivables and prepayments

2019

$000

2018

$000

Trade receivables due from trade customers11,80815,184

Other receivables7854

Prepayments458344

$12,344$15,582

The Group’s exposure to credit risk in respect of trade receivables and other receivables is minimal as none of

the Group’s external customers contributed revenues in excess of 10% of the Group’s total revenues and none of

the Group’s trade receivables and other receivables are significant individually.

Impairments losses on trade receivables and other receivables are assessed collectively and on a portfolio basis

based on the number of days overdue using the expected loss model, taking into account the historical loss

experienced in portfolios with a similar number of days overdue as well as current conditions and forecast of future

economic conditions.

Further management commentary on, and quantitative disclosure of, credit risk can be found in note 7 (Risks and

financial instruments) to the financial statements.

Trade receivables and other receivables are recognised initially at fair value and subsequently adjusted for

impairment losses.

6c. Inventories

2019

$000

2018

$000

Raw materials and consumables16,65317,896

Work in progress1,6391,664

Finished goods29,38627,761

$47,678$47,321

Carrying amount of inventories subject to retention of title clauses$2,004$2,351

In 2019, the net realisable value provision in respect of inventories increased by $269,000 (2018: decreased by $766,000).

Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the first-in

first-out principle, and includes expenditure incurred in acquiring the inventories and bringing them to their

existing location and condition. In the case of manufactured inventories and work in progress, cost includes an

appropriate share of production overheads based on normal operating capacity. Net realisable value is the estimated

selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

Inventory provisions are recognised for oddments and obsolete, aged and discontinued inventories to arrive at their

likely net realisable value. In recognising the provision for inventories, judgement is applied by considering a range

of factors including inventory rationalisation plans, consumer demand and current trends, available distribution

channels and historical sales and margin data for obsolete, aged and discontinued inventory.

60 CAVALIER CORPORATION ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

6. WORKING CAPITAL (continued)

6d. Trade payables and accruals

2019

$000

2018

$000

Trade payables15,10217,671

Accruals1,9121,819

$17,014$19,490

7. RISKS AND FINANCIAL INSTRUMENTS

This section identifies the risks faced by the Group, explains the impact of these risks on its financial position,

performance and cash flows, outlines the Group’s approach to financial risk management and highlights the

financial instruments used to manage risks.

Management commentary

Exposure to credit, liquidity, foreign currency and interest rate risks arises in the normal course of the

Group’s businesses.

The Group enters into derivative financial instruments in the ordinary course of business to manage foreign

currency and interest rate risks in accordance with the treasury policy approved by the Board. A financial risk

management committee, composed of senior management and operating under the Board-approved treasury

policy, ensures that procedures for derivative instrument utilisation, control and valuation, risk analysis,

counterparty credit approval, and ongoing monitoring and reporting are adhered to.

The Group manages commodity price risks through negotiated supply contracts and forward physical contracts.

However, because these contracts are, generally, in respect of raw material and utility purchases for own use,

they are not accounted for as financial instruments.

Credit risk

Management has a credit policy in place under which each new customer is individually analysed for credit

worthiness and assigned a purchase limit before the standard payment and delivery terms and conditions are

offered. Because of the Group’s customer base, there is no need for the Group to rely on external ratings. In most

cases, bankers’ references, trade credit insurance approvals and/or credit references from other suppliers are

considered adequate. Purchase limits are reviewed on a regular basis.

In order to determine which customers are classified as having payment difficulties, the Group applies a mix

of duration and frequency of default. The Group does not generally require collateral in respect of trade and

other receivables.

The Group’s exposure to credit risk is mainly influenced by its customer base. As such, it is concentrated to

the default risk of its industry. However, geographically, there is no credit risk concentration, with the Group’s

customers spread throughout New Zealand and Australia. Credit risk exposure with respect to debtors is limited

by stringent credit controls, by the utilisation of irrevocable letters of credit and trade credit insurances wherever

required, and by the large number of customers within the Group’s customer base.

The Group does not invest in securities, but accepts that surplus cash and cash equivalents may arise from time

to time during the course of its management of cash. In these instances, it requires these surplus cash and cash

equivalents to be deposited on call and only with counterparties approved by the Board as having the required

credit ratings.

Foreign currency forward exchange contracts and interest rate swaps have been entered into with counterparties

approved by the Board as having the required credit ratings. The Group’s exposure to credit risk from these financial

instruments is limited because it does not expect the non-performances of the obligations contained therein due to

the high credit ratings of the financial institutions concerned. The Group does not require any collateral or security

to support these financial instruments.

61
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

7. RISKS AND FINANCIAL INSTRUMENTS (continued)

Management commentary (continued)

Liquidity risk

Liquidity risk represents the Group’s ability to meet its contractual obligations. The Group evaluates its liquidity

requirements on an ongoing basis. In general, the Group generates sufficient cash flows from its operating activities

to meet its obligations arising from its financial liabilities and has credit lines in place to cover potential shortfalls.

It also seeks to ensure that there is sufficient capacity within its overall funding facilities to enable it to draw on for

one-off capital projects.

The Group’s contractual cash flows and liquidity risk profile are set out in detail on page 63, with the Group’s

ability to meet its contractual obligations, particularly with respect to the repayment of bank loans, being

conditional upon the Group’s ability to meet its financial forecasts as disclosed at note 2 (under Going concern)

to the financial statements.

Foreign currency risk

The Group is exposed to transactional foreign currency risk to the extent that there is a mismatch between the

currencies in which sales, purchases, receivables and payables are denominated and the Group’s functional currency

which is New Zealand dollar ($).

The Group enters into foreign currency contracts within policy parameters to manage the risk associated with

forecast sales and purchases. The Group’s policy allows management to hedge up to 12 months forecast sales and

purchases without prior approval of the Board having first been obtained.

The Group does not engage in speculative transactions or hold derivative financial instruments for trading purposes

and requires that exposures to foreign currency risks, and details of all outstanding derivative instruments, are

reported to and reviewed by the Board on a monthly basis.

The Group applies a hedge ratio of 1:1. The method used to assess hedge effectiveness is Critical Match Terms

whereby the hedging instrument and the hedged item are matched to the key terms. In the hedge relationship,

the main cause of ineffectiveness includes a change in the critical terms, for example, the timing of the transaction.

Interest rate risk

Interest rate risks are continually monitored having regard to the circumstances at any given time.

Interest rate swaps have been entered into to hedge a proportion of the Group’s exposure to interest rate

fluctuations by ensuring that there is an appropriate mix, after having regard to the circumstances prevailing at

the time, of fixed and floating rate exposure within the Group’s total loans and borrowings.

The Group’s policy allows management to hedge up to between 25% and 75% of the Group’s core loans and

borrowings without the prior approval of the Board having first been obtained.

62 CAVALIER CORPORATION ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

7. RISKS AND FINANCIAL INSTRUMENTS (continued)

Quantitative disclosures

Credit risk

The carrying amount of financial assets represents the Group’s maximum credit exposure.

The Group has not renegotiated the terms of any financial assets which would result in the carrying amount no

longer being past due or avoid a possible past due status.

The Group’s maximum exposure to credit risk for trade and other receivables by geographic regions is as follows:

2019

$000

2018

$000

New Zealand6,1218,897

Australia5,3225,247

Other regions4431,094

Trade and other receivables$11,886$15,238

The status of trade and other receivables at the reporting date is as follows:

Current

0 – 30 days

past due

31 – 120 days

past due

More than 120

days past dueTotal

2019

Expected loss rate0%0%0%9%

Gross carrying amount – trade and other

receivables9,8731,57431313911,899

Loss allowance–––(13)(13)

2018

Expected loss rate0%0%0%11%

Gross carrying amount – trade and other

receivables13,87581320339015,281

Loss allowance–––(43)(43)

In summary, trade and other receivables are determined to be impaired as follows:

2019

$000

2018

$000

Trade and other receivables – gross11,89915,281

Individual impairment provisions(13)(43)

Trade and other receivables – net$11,886$15,238

Individually impaired trade receivables relate to a small number of customers where the amounts involved are

immaterial. In the case of insolvency, the Group generally writes off the receivable in full unless there is clear evidence

that a receipt, whether directly or by way of a claim under the Group’s trade credit insurance policy, is highly probable

.

The Group adopts the expected loss model in assessing its trade and other receivables for impairment. In doing so,

it determines impairment on a forward-looking basis, taking into account not only past events and current

conditions, but also forecast of future economic conditions. Bad debts are written off when they are considered

to have become uncollectable.

The details of movements in the impairment provision are as follows:

2019

$000

2018

$000

Balance at 1 July(43)(34)

Impaired trade receivables written off––

Changes in impairment provision30(9)

Balance at 30 June$(13)$(43)

Changes in the impairment provision are included in distribution expenses in the income statement.

63
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

7. RISKS AND FINANCIAL INSTRUMENTS (continued)

Quantitative disclosures (continued)

Liquidity risk

The following table sets out the contractual cash flows for all material financial liabilities (including projected

interest costs).

Statement

of financial

position

$000

Total

contractual

cash flows

$000

Timing of contractual cash flows

6 months

or less

$000

6 – 12

months

$000

1 – 2 years

$000

2 – 5 years

$000

Greater than

5 years

$000

2019

Secured bank loans20,50021,44040340320,634––

Trade payables and

accruals17,01417,01417,014––––

Total non-derivative

liabilities$37,514$38,454$17,417$403$20,634––

Interest rate swaps$621$575$156$114$135$154$16

Forward exchange

contracts

Inflow(22,636)(21,343)(1,293)–––

Outflow21,97920,7381,241–––

$(625)$(657)$(605)$(52)–––

2018

Secured bank loans31,50033,2807,1193,04523,116––

Trade payables and

accruals19,49019,49019,490––––

Total non-derivative

liabilities$50,990$52,770$26,609$3,045$23,116––

Interest rate swaps$585$761$169$131$227$195$39

Forward exchange

contracts

Inflow(40,815)(27,920)(10,669)(2,226)––

Outflow39,85627,18710,4932,176––

$(963)$(959)$(733)$(176)$(50)––

64 CAVALIER CORPORATION ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

7. RISKS AND FINANCIAL INSTRUMENTS (continued)

Quantitative disclosures (continued)

Foreign currency risk

The Group’s exposure to foreign currency risk can be summarised as follows:

NZD equivalent of these foreign currencies:

AUD

$000

USD

$000

EUR

$000

Others

$000

2019

Trade receivables5,196178228

Trade payables(2,412)(4,131)(1)(7)

Net statement of financial position exposure before

hedging activity2,784(3,952)121

Estimated forecast sales for which hedging is in place9,992–––

Estimated forecast purchases for which hedging is in place–(5,804)––

Net cash flow exposure before hedging activity12,776(9,756)121

Forward exchange contracts

Notional amounts(12,776)9,756––

Net unhedged exposure––$1$21

2018

Trade receivables5,1907672445

Trade payables(2,466)(4,455)(1)(7)

Net statement of financial position exposure before

hedging activity2,724(3,688)2338

Estimated forecast sales for which hedging is in place28,374–––

Estimated forecast purchases for which hedging is in place–(5,412)––

Net cash flow exposure before hedging activity31,098(9,100)2338

Forward exchange contracts

Notional amounts(31,098)9,100––

Net unhedged exposure––$23$38

65
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

7. RISKS AND FINANCIAL INSTRUMENTS (continued)

Quantitative disclosures (continued)

Interest rate risk – re-pricing analysis

At balance date, the interest rate profile of the Group’s interest-bearing financial instruments was as follows:

Total

$000

6 months

or less

$000

6 – 12 months

$000

1 – 2 years

$000

2 – 5 years

$000

Greater than

5 years

$000

2019

Financial assets and

liabilities

Cash and cash equivalents2,7242,724––––

Secured bank loans(20,500)(20,500)––––

(17,776)(17,776)––––

Related derivatives

Effect of interest rate swaps–10,000–(5,000)(2,500)(2,500)

Total$(17,776)$(7,776)–$(5,000)$(2,500)$(2,500)

2018

Financial assets and

liabilities

Cash and cash equivalents2,1112,111––––

Secured bank loans(31,500)(31,500)––––

(29,389)(29,389)––––

Related derivatives

Effect of interest rate swaps–12,500–(2,500)(7,500)(2,500)

Total$(29,389)$(16,889)–$(2,500)$(7,500)$(2,500)

66 CAVALIER CORPORATION ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

7. RISKS AND FINANCIAL INSTRUMENTS (continued)

Sensitivity analysis

In managing interest rate and currency risks, the Group aims to reduce the impact of short-term fluctuations on the

Group’s earnings. Over the longer-term, however, changes in foreign exchange and interest rates will have an impact

on profit.

It is estimated that a general increase of ten percentage points in the value of the New Zealand dollar against other

foreign currencies at balance date would have no impact on the Group’s profit or loss before income tax for the years

ended 30 June 2019 and 2018 after taking into account the forward exchange contracts that the Group had in place

at balance date to hedge these exposures.

The impact of a change in interest rates on the Group’s profit or loss and OCI is set out as follows:

Increase

1.0%

$000

Decrease

(1.0%)

$000

Increase

1.0%

$000

Decrease

(1.0%)

$000

P&LOCI

Interest rate impact - Net(93)93112(112)

Hedging

Interest rate hedges

The Group has a policy of ensuring that between 25% and 75% of its exposure to changes in interest rates on

borrowings is on a fixed rate basis. Interest rate swaps, denominated in New Zealand dollars, have been entered

into to achieve an appropriate mix of fixed and floating rate exposure within the Group’s policy.

The Group had no forward starting swaps as at 30 June 2019 (2018: $5,000,000, effectively extending the swaps

maturing within six months of balance date out for a further four years, in respect of $2,500,000, and six years,

in respect of the balance).

The Group has designated its interest rate swaps as cash flow hedges.

Forecast transactions

The Group classifies the forward exchange contracts taken out to hedge forecast transactions as cash flow hedges.

67
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

7. RISKS AND FINANCIAL INSTRUMENTS (continued)

The following relates to items designated as hedging instruments:

Notional

amount

$000

Line item in

statement

of financial

position

Changes in

the value of

the hedging

instrument

recognised

in OCI during

the year

$000

Balance

in CFHR

$000

Hedge

ratio

Average

rate of

hedging Maturity date

Carrying amount

Assets

$000

Liabilities

$000

2019

Foreign

currency risk

Forward

exchange

contracts

– sales and

receivablesAUD11,680541–

Derivative

financial

instruments

– assets

(40)2711:10.9142

100% of notional

amount expiring

within 12 months

of balance date

Forward

exchange

contracts

– inventory

purchasesUSD6,605112(28)

Derivative

financial

instruments

– assets and

liabilities

(231)441:10.6770

100% of notional

amount expiring

within 12 months

of balance date

Interest rate

risk

Interest rate

swapsNZD12,500–(621)

Derivative

financial

instruments

– liabilities

(36)(621)1:1

2.88% –

4.92%

$2.5 million of

notional amount

expiring within

6 months of

balance date.

Balance over the

next six years.

2018

Foreign

currency risk

Forward

exchange

contracts

– sales and

receivablesAUD28,200363(8)

Derivative

financial

instruments

– assets and

liabilities

(498)3111:10.9068

93% of notional

amount expiring

within 12 months

of balance

date. 7% within

18 months of

balance date.

Forward

exchange

contracts

– inventory

purchasesUSD6,583608–

Derivative

financial

instruments

– assets

7822751:10.7234

100% of notional

amount expiring

within 12 months

of balance date

Interest rate

risk

Interest rate

swapsNZD17,500–(585)

Derivative

financial

instruments

– liabilities

200(585)1:1

2.88% –

4.92%

$5.0 million of

notional amount

expiring within

6 months of

balance date.

Balance over the

next seven years.

68 CAVALIER CORPORATION ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

7. RISKS AND FINANCIAL INSTRUMENTS (continued)

Classification and fair values

The following tables show the carrying amounts and fair values of financial assets and financial liabilities,

including their levels in the fair value hierarchy.

Hedging

instruments

$000

Amortised

cost

$000

Total

carrying

amount

S000

Fair

value

$000

Fair value

hierarchy

Level 2

$000

2019

Assets

Derivatives653–653653653

Trade and other receivables–11,88611,88611,886–

Cash and cash equivalents–2,7242,7242,724–

Total assets$653$14,610$15,263$15,263

Liabilities

Loans and borrowings–20,50020,50020,50020,500

Total non-current liabilities–20,50020,50020,500

Derivatives649–649649649

Trade and other payables–20,87020,87020,870–

Total current liabilities64920,87021,51921,510

Total liabilities$649$41,370$42,019$42,019

Hedging

instruments

$000

Loans and

receivables

$000

Other

amortised

cost

$000

Total

carrying

amount

S000

Fair

value

$000

Fair value

hierarchy

Level 2

$000

2018

Assets

Derivatives971––971971971

Trade and other receivables–15,238–15,23815,238–

Cash and cash equivalents–2,111–2,1112,111–

Total assets$971$17,349–$18,320$18,320

Liabilities

Loans and borrowings––27,50027,50027,50027,500

Total non-current liabilities––27,50027,50027,500

Loans and borrowings––4,0004,0004,0004,000

Derivatives593––593593593

Trade and other payables––23,56623,56623,566–

Total current liabilities593–27,56628,15928,159

Total liabilities$593–$55,066$55,659$55,659

There were no financial assets or liabilities with fair values categorised as Level 1 or Level 3 in the fair value hierarchy.

69
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

7. RISKS AND FINANCIAL INSTRUMENTS (continued)

Classification and fair values (continued)

A financial instrument is recognised if the Group becomes a party to the contractual provisions of the instrument.

Financial assets are derecognised if the Group’s contractual rights to the cash flows from the financial assets expire

or if the Group transfers the rights to receive the contractual cash flows in a transaction in which substantially all

the risks and rewards of ownership of the financial assets are transferred. Financial liabilities are derecognised if

the Group’s obligations specified in the contract expire or are discharged or cancelled.

Derivatives, being forward exchange contracts and interest rate swaps, have been measured at fair value using

relevant valuation techniques which include net present value and discounted cash flow models and comparison

with similar instruments for which observable market prices exist. Assumptions and inputs used in valuation

techniques include risk-free and benchmark interest rates, credit spreads and other information used in estimating

discount rates and foreign currency exchange rates.

Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, loans and

borrowings and trade and other payables. Non-derivative financial instruments are recognised initially at fair value,

inclusive of transaction costs, and are subsequently measured at amortised cost using the effective interest rate

method less any impairment losses.

The underlying interest rate margins of loans and borrowings, which were renegotiated in June 2019, approximate

current margins, and fair value approximates the present value of future principal and interest cash flows.

Determination of fair values

When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible.

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation

techniques as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either

directly (that is, as prices) or indirectly (that is, derived from prices)

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)

If the inputs used to measure the fair value of an asset or liability might be categorised in different levels of the fair

value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value

hierarchy as the lowest level input that is significant to the entire measurement.

The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during

which the change occurred.

Master netting or similar agreements

The Group enters into derivative transactions under International Swaps and Derivatives Association (ISDA) master

netting agreements. In general, under such agreements the amounts owed by each counterparty on a single day in

respect of all transactions outstanding are aggregated into a single net amount that is payable by one party to the

other. In certain circumstances – for example, when a credit event such as a default occurs, all outstanding

transactions under the agreement are terminated, the termination value is assessed and only a single net amount

is payable in settlement of all transactions.

The ISDA agreements do not meet the criteria for offsetting in the statement of financial position. This is because the

Group does not have any currently legally enforceable right to offset recognised amounts, because the right to offset is

enforceable only on the occurrences of future events such as a default on the bank loans or other credit events.

70 CAVALIER CORPORATION ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

7. RISKS AND FINANCIAL INSTRUMENTS (continued)

Master netting or similar agreements (continued)

The following table sets out the carrying amounts of recognised derivatives that are subject to master netting agreements:

20192018

Derivative

assets

$000

Derivative

liabilities

$000

Derivative

assets

$000

Derivative

liabilities

$000

Gross amounts in the statement of financial position653(649)971(593)

Amounts offset––––

Net amounts in the statement of financial position653(649)971(593)

Related amounts that are not offset based on ISDA(649)649(593)593

Net amounts$4–$378–

8. OTHERS

This section includes the remaining information relating to the Group financial statements which is required to be

disclosed to comply with financial reporting standards.

8a. Equity-accounted investees

The Group sold its interest in 27.5%-owned Cavalier Wool Holdings Limited (“CWH”) and the property held by

50%-owned CWS Assets Limited (“CWSA”) on 30 September 2018.

The details relating to the Group’s investments in CWH and CWSA are set out below:

2019

$000

2018

$000

Carrying value at 1 July24,54423,490

Share of comprehensive income7161,194

Dividends received(2,783)(140)

Proceeds of sale of interest in CWH and property in CWSA(10,593)–

Loss on sale of interest in CWH and property in CWSA(11,884)–

Carrying value at 30 June–$24,544

71
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

8. OTHERS (continued)

8a. Equity-accounted investees (continued)

The following tables summarise the financial information of CWH and CWSA as included in their own financial

statements (unadjusted for the percentage ownership interest held) and the Group’s share of net assets, profit and

other comprehensive income of CWH and CWSA as at and to 30 June 2019:

2019

$000

2018

$000

CWHCWSACWHCWSA

Cash and cash equivalents––4,01350

Other current assets––7,617–

Non-current assets––110,5033,369

Total assets––122,1333,419

Current liabilities––5,83911

Non-current liabilities––36,122–

Total liabilities––41,96111

Net assets (100%)––$80,172$3,408

Revenue13,4317250,786288

Depreciation(998)(5)(3,398)(31)

Net interest expense(365)–(1,850)–

Other expenses(8,838)(1)(38,900)(1)

Profit before income tax3,230666,638256

Income tax expense(974)(18)(2,276)(72)

Profit after tax2,256484,362184

Changes in fair value of cash flow hedges

(net of income tax)––(354)–

Total comprehensive income (100%)$2,256$48$4,008$184

Percentage ownership interest27.5%50.0%27.5%50.0%

Share of net assets––22,0471,705

Initial transaction costs––792–

Carrying value of interest in

equity-accounted investees––$22,839$1,705

Group’s share of profit after tax620241,19992

Group’s share of changes in fair value of cash flow

hedges (net of income tax)72–(97)–

Group’s share of total comprehensive income of

equity-accounted investees$692$24$1,102$92

72 CAVALIER CORPORATION ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

8. OTHERS (continued)

8b. Provisions

Insurances

$000

Restructuring

$000

Onerous

contracts

$000

Warranties

$000

Total

$000

Balance at 1 July 20182101,8752411,0063,332

Amounts provided during the year––123737

Amounts incurred during the year–(1,500)(239)(3)(3)

Released to profit or loss during the year–(225)––(225)

Balance at 30 June 2019$210$150$14$1,040$1,414

Non-current210––505715

Current–15014535699

Balance at 30 June 2019$210$150$14$1,040$1,414

Balance at 1 July 20172101,2771,8399804,306

Amounts provided during the year–712–179891

Amounts incurred during the year–(114)(697)(153)(964)

Released to profit or loss during the year––(901)–(901)

Balance at 30 June 2018$210$1,875$241$1,006$3,332

Non-current210375285051,118

Current–1,5002135012,214

Balance at 30 June 2018$210$1,875$241$1,006$3,332

Insurances

Certain companies within the Group are parties to the ACC Partnership Programme under which these companies

assume the costs normally assumed by ACC (Accident Compensation Corporation of New Zealand) for accidents

in the workplace. The Group has recognised the liability for claims that are expected to be paid out to employees

covered under the programme as if it were an insurer and has applied NZ IFRS 4 Insurance Contracts.

Restructuring

Provision for restructuring relates to the costs to be incurred in relation to the various initiatives previously

undertaken to reduce the Group’s cost base, with the provision utilised as the costs relating thereto are incurred

or adjusted to reflect current estimates of costs to be incurred. The amount incurred during the year relates to

the amount paid on the early surrender of one of the leased premises that was surplus to requirements.

73
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

8. OTHERS (continued)

8b. Provisions (continued)

Onerous contracts

The provision for onerous contracts relates to operating leases in respect of premises that were surplus to

requirements following the consolidation of the Cavalier Bremworth and Norman Ellison Carpets broadloom carpet

businesses in 2012 and 2013, with the provision reflecting the shortfall between sub-let income and rental expense,

discounted to net present value.

Warranties

The provision for warranties relates mainly to carpet sold during the years ended 30 June 2019 and 2018.

The provision is based on estimates made from historical warranty data associated with similar products sold

by the Group.

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation

that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the

obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects

current market assessments of the time value of money and the risks specific to the liability.

Provision for warranties requires judgement to be applied by considering a range of factors including the nature

and extent of historical claims data associated with similar products sold by the Group, the terms of the warranties

built into supply contracts, consumer protection laws in key markets and the corrective actions being taken to

address quality issues at production.

8c. Employee benefits

2019

$000

2018

$000

Liability for retiring allowances9696

Liability for long service leave807815

Total employee benefits$903$911

Short-term employee benefits are expensed as the related service is provided.

A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive

obligation to pay this amount as a result of past service provided by the employee and the obligation can be

estimated reliably. The Group’s net obligation in respect of long-term employee benefits is the amount of future

benefit that employees have earned in return for their service in the current and prior periods adjusted for the

probability of the benefits vesting and discounted at the appropriate rate to determine its present value.

In assessing the Group’s liabilities for long-term employee benefits, regard was given to the age of employees, the

likelihood of their reaching the various qualifying dates for retiring allowances and long service leave and their

length of service at those dates.

74 CAVALIER CORPORATION ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

8. OTHERS (continued)

8d. Operating leases

2019

$000

2018

$000

Lease payments relating to non-cancellable operating leases$2,650$3,328

Gross commitments under non-cancellable operating leases:

Less than one year2,2462,875

Between one and five years3,2644,675

Greater than five years–63

The Group’s non-cancellable operating leases relate mainly to leases of buildings, with lease terms, and right of

renewal, of the major sites as follows:

Expiry dateRights of renewal

6 Hautu Drive, Auckland, New ZealandWithin 5 yearsNone

Unit 1, 165-169 Lower Gibbes Street, Sydney, AustraliaWithin 1 yearNone

373 Neilson Street, Auckland, New ZealandWithin 1 yearNone

These leases provide for regular reviews of rentals to reflect market rates. In some cases, they provide for rent

reviews that are based on changes in the relevant consumer price index.

2019

$000

2018

$000

Sublease income relating to non-cancellable operating leases$605$891

Gross sublease income commitments under non-cancellable operating leases:

Less than one year236596

Between one year and three years–236

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are dealt

with as operating leases. Payments made under operating leases are recognised in the income statement on

a straight-line basis over the term of the lease. Lease incentives received are also recognised over the term of the

lease by netting these off against the related operating lease payments.

8e. Contingencies

The Group has granted indemnities in favour of Bank of New Zealand and National Australia Bank Limited (together,

“the Bank”) at balance date in respect of Bank guarantees relating to operating leases and other commitments

totalling $879,000 (2018: $2,095,000).

Some subsidiaries in the Group are parties to a cross guarantee in favour of the Bank securing each other’s

obligations.

The Group’s indebtedness under the cross guarantee at balance date amounted to $20,500,000 (2018: $31,500,000).

75
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

8. OTHERS (continued)

8f. Related parties

Transactions with directors and key management personnel

For the purposes of this note, key management personnel are those persons having authority and responsibility for

planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether

executive or otherwise) of that entity.

As shareholders

Some of the Directors are shareholders in the Company.

Their shares rank pari passu with all the other ordinary shares in the capital of the Company and do not therefore

confer additional rights to dividends paid or to attend or vote at any meetings of the shareholders of the Company.

As lenders or borrowers

There were no loans to, or from, the Directors and key management personnel during the year ended 30 June 2019

(2018: Nil).

Directors’ remuneration and benefits

The fees paid to the Directors for services in their capacity as directors totalled $387,000 during the year ended

30 June 2019 (2018: $345,000).

No other services were provided by the Directors during the year (2018: Nil).

The scale of fees payable to the Directors was last reviewed and approved by the Board in January 2019, with the

current scale of fees applying with effect from 1 January 2019 set out below:

Directors’ feesPer annumExplanatory notes

Non-executive Chairman of the Board$128,100Inclusive of time spent on Board committees

and as Chairman of Nomination Committee

Non-executive directors (including

Deputy Chairman of the Board)

$61,000Inclusive of time spent on Board committees

Chairman of the Audit Committee$10,000In recognition of additional time and

responsibilities as Chairman of Audit Committee

Chairman of the Remuneration Committee$5,000In recognition of additional time and

responsibilities as Chairman of Remuneration

Committee

G C W Biel, a long-serving Director, is entitled to a lump sum retiring allowance pursuant to an arrangement that is

contained in the Company’s constitution. The amount of this retiring allowance, which was set in November 2007,

is $96,000. The Company decided at that time that retiring allowances would no longer be offered in respect of new

Directors appointed to the Board.

The Group notes that the Directors are precluded by the NZX Listing Rules from voting at general meetings of

shareholders on certain matters prescribed by the New Zealand Exchange. These matters include, in the case of

the Directors who are also shareholders, shareholders’ approval of directors’ fees.

76 CAVALIER CORPORATION ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

8. OTHERS (continued)

8f. Related parties (continued)

Transactions with directors and key management personnel (continued)

Key management personnel’s (including the Chief Executive Officer’s) remuneration and benefits

In addition to salaries and performance-based payments, the Group also provides non-cash benefits to the

Chief Executive Officer of the Company and key management personnel of the Group.

These non-cash benefits may include the provision of motor vehicles, income protection and life insurances and

medical insurances.

The remuneration paid and payable, and the benefits provided, to the Chief Executive Officer and key

management personnel (but excluding the Directors’ remuneration and benefits which are set out on the previous

page) comprised:

2019

$000

2018

$000

Salaries, bonuses and leave entitlements2,5252,940

Employee benefits5395

Termination payments251152

$2,829$3,187

The Group has not provided the Chief Executive Officer and key management personnel with any post-employment

benefits.

Other transactions

The Group deals with many entities and organisations in the normal course of business. The Group is not aware

of any of the Directors, the Chief Executive Officer or key management personnel, or their related parties, holding

positions in any of these entities or organisations that result in them having control or significant influence over

the financial or operating policies of these entities or organisations.

The Group does not transact with the Directors, the Chief Executive Officer or key management personnel, and their

related parties, other than in their capacity as directors and employees, except that they may purchase goods from

the Group for their own domestic use. These purchases are on the same terms and conditions as those applying to

all employees of the Group and are immaterial and personal in nature.

8g. Group entities

Operating subsidiaries of the Group

Principal activity

Country of

incorporation

Interest (%)

20192018

Cavalier Bremworth LimitedCarpet sales and manufacturingNew Zealand100100

Cavalier Bremworth Pty LimitedCarpet salesAustralia100100

Cavalier Spinners LimitedCarpet yarn salesNew Zealand100100

Elco Direct LimitedWool acquisitionNew Zealand100100

Equity-accounted investees of the Group

Principal activity

Country of

incorporation

Interest (%)

20192018

Cavalier Wool Holdings LimitedWool scouringNew Zealand– 27.5

CWS Assets LimitedProperty owning, with property

sold on 30 September 2018 as

part of the sale of the Group’s

27.5% interest in Cavalier Wool

Holdings Limited

New Zealand50.050.0

77
NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2019

8. OTHERS (continued)

8h. Event after balance date

On 22 August 2019, the Group announced that it was accelerating a strategic review to develop and implement an

innovative and transformative business model focused around wool.

On 23 August 2019, the Group further announced a strategic collaboration with The New Zealand Merino Company

as the Group looked to develop and implement a transformative and design-led business model.

The carrying values of the assets of the Group as at 30 June 2019, and the underlying business models supporting

these carrying values, did not reflect the effect of a transformation. Should the Group decide to proceed with a

transformation of its business, the carrying value of the Group’s assets may be materially impacted, and material

liabilities related to any restructuring may be incurred.

8i. Standards, interpretations and amendments to standards

The following accounting standard is not yet effective and has not been early adopted by the Group:

NZ IFRS 16 Leases (effective for accounting periods beginning on or after 1 January 2019)

NZ IFRS 16 which was published by the International Accounting Standards Board (“IASB”) in January 2016 will

replace the current guidance in NZ IAS 17 Leases. Under NZ IFRS 16, a contract is, or contains, a lease if the contract

conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Under NZ IAS 17, a lessee is required to make a distinction between a finance lease (on balance sheet) and an

operating lease (off balance sheet). NZ IFRS 16 eliminates the lessee’s classification of leases as either finance leases

or operating leases and introduces a single lessee accounting model. Applying the new model, a lessee is required to

recognise right-of-use (ROU) assets and lease liabilities (reflecting future lease payments) for all leases with a term of

more than 12 months, unless the underlying asset is of low value.

The Group will apply NZ IFRS 16 with effect from 1 July 2019, using the modified retrospective approach. Certain

practical expedients are expected to be applied. The cumulative effect of adopting NZ IFRS 16 will be recognised as

an adjustment to the opening balance of retained earnings at 1 July 2019, with no restatement of comparative

information. This is a non-cash adjustment and will not impact the Group’s ability to comply with its debt covenants

because all changes effected by NZ IFRS 16 in relation to finance leases and operating leases shall not be taken into

account for the purpose of calculating financial covenants pursuant to the terms of the Group’s facility agreement

with the Bank.

The operating lease commitments set out in note 8d (Operating leases) to the financial statements, to the extent that

they relate to leases of identifiable assets with a term in excess of 12 months, will be brought onto the statement of

financial position on 1 July 2019.

The Group has conducted a preliminary assessment of the impact of NZ IFRS 16, and based on the information

currently available, it estimates that it will recognise ROU assets of approximately $4,700,000 million and lease

liabilities of approximately $4,700,000 on 1 July 2019, with these estimates calculated using a discount rate derived from

the incremental borrowing rate for the Group when the interest rate implicit in the lease was not readily available.

The way expenses related to leases are recognised in profit or loss will change under NZ IFRS 16 because the Group

will be recognising a depreciation charge for ROU assets and interest expense on lease liabilities. Previously, the

Group recognised an operating lease expense over the term of the lease.

Impact on earnings

The application of NZ IFRS 16 will largely impact the Group’s cost of sales and finance costs, with lease expenses

effectively reclassified into a deprecation component and an interest component to reflect the implied financing in

leases. This will result in a decrease in cost of sales, and therefore an increase in gross profit, offset by an increase in

finance costs. All other things remaining unchanged, the Group estimates an increase in gross profit of approximately

$168,000 and an increase in finance costs of approximately $280,000 for the year ending 30 June

2020.

There are no other new standards or amendments to existing standards which have or are expected to have a material

impact on the Group.

78 CAVALIER CORPORATION ANNUAL REPORT 2019
DISCLOSURE OF NON-GAAP FINANCIAL INFORMATION

The Directors acknowledge that the Annual Report, including the Trend Statement from pages 80 to 83, contains financial

information that is non-GAAP (Generally Accepted Accounting Practice) and therefore falls within the Financial Markets

Authority’s guidance note on “Disclosing non-GAAP financial information” issued in July 2017.

The Trend Statement has been prepared using the audited GAAP-compliant financial statements of the Group, but it has

not been audited.

The Directors believe that the non-GAAP financial information contained within the Trend Statement (more particularly,

the non-GAAP measures of financial performance such as “EBITDA (normalised)”, “EBIT (normalised)”, “Profit before

income tax (normalised)” and “Profit after tax (normalised)” as well as the various other financial ratios that are based on

normalised results – for example, earnings per share) provide useful information to investors regarding the performance

of the Group because the calculations exclude restructuring costs and other gains/losses (for example, gain/loss on sale

of property and investments) that are not expected to occur on a regular basis either by virtue of quantum or nature.

In arriving at this view, the Directors have also taken cognisance of the regular requests by users of the Group financial

statements, including analysts and shareholders, regarding the nature and quantum of abnormal items within the

GAAP-compliant results and the way analysts distinguish between GAAP and non-GAAP measures of profit.

The disclosure of the non-GAAP financial information is also consistent with how the financial information for the Group

is reported internally, and reviewed by the Chief Executive Officer as its chief operating decision maker, and provides

what the Directors and management believe gives a more meaningful insight into the underlying financial performance of

the Group and a better understanding of how the Group is tracking after taking into account items of an abnormal nature,

including items that are unlikely to recur or otherwise unusual in nature.

Non-GAAP financial information does not have standardised meaning prescribed by GAAP and therefore may not be

comparable to similar financial information prescribed by other entities.

In collating the Trend Statement, the Directors have taken into account all of the requirements within the guidance note.

More specifically, these include:

• outlining why the non-GAAP financial information is useful to investors and how it is used internally by management;

• identifying the source of non-GAAP financial information;

• ensuring that:

- non-GAAP financial information is not presented with undue and greater prominence, emphasis or authority than

the most directly comparable GAAP financial information;

- presentation of non-GAAP financial information does not in any way confuse or obscure presentation of GAAP

financial information;

– a reconciliation from the non-GAAP financial information to the most directly comparable GAAP financial

information, including that for the previous period, can be easily accessed (see next page);

- a consistent approach is adopted from period to period with respect to the presentation of non-GAAP financial

information, including that for comparative periods;

- where there is any change in approach from the previous period, the nature of the change is explained and the

reasons and financial impact provided;

- non-GAAP financial information is unbiased; and

• taking care when describing, or referring to, items as ‘one-off’ or ‘non-recurring’.

79
Reconciliation of GAAP-compliant to non GAAP-compliant measures of profit/loss after tax

Year ended 30 June 2019Year ended 30 June 2018

GAAP

$000

Adjustments

$000

Normalised

$000

GAAP

$000

Adjustments

$000

Normalised

$000

Revenue$135,234–$135,234$156,120–$156,120

EBITDA(1,415)8,4917,07610,324(326)9,998

Depreciation(3,479)–(3,479)(3,561)–(3,561)

EBIT(4,894)8,4913,5976,763(326)6,437

Net interest expense(1,790)–(1,790)(2,798)–(2,798)

Share of profit after tax of

equity-accounted investees644–6441,2911281,419

Loss on sale of interest in, and property

held by, equity-accounted investees(11,884)11,884––––

(Loss)/Profit before tax(17,924)20,3752,4515,256(198)5,058

Tax (expense)/benefit1,144(1,716)(572)(1,175)91(1,084)

(Loss)/Profit after tax$(16,780)18,6591,879$4,081(107)3,974

Abnormal net loss after tax(18,659)(18,659)107107

(Loss)/Profit after tax (GAAP)–$(16,780)–$4,081

Analysis of abnormal items

(Loss) /

Profit

before tax

$000

Tax effect

$000

(Loss) /

Profit

after tax

$000

Profit/

(Loss)

before tax

$000

Tax effect

$000

Profit/

(Loss)

after tax

$000

Restructuring costs–––189(53)136

Impairment of fixed assets(6,129)1,716(4,413)

Impairment of goodwill(2,362)–(2,362)

Reversal of impairment of fixed assets–––137(38)99

Scour merger costs–––(128)–(128)

Loss on sale of interest in, and property

held by, equity-accounted investees(11,884)–(11,884)–––

$(20,375)$1,716$(18,659)$198$(91)$107

Calculation of basic and diluted (loss)/earnings per share under GAAP and non GAAP measures of profit/loss

after tax

GAAP-compliant

reported (loss)/profit

after tax

Reverse

abnormal items

(net of tax)

Non GAAP-compliant

normalised profit/

(loss) after tax

Year ended 30 June 2019

(Loss)/Profit attributable to shareholders ($000)$(16,780)$18,659$1,879

Weighted average number of ordinary shares68,679,09868,679,098

(Loss)/Earnings per share (basic and diluted)(24.4) cents2.7 cents

Year ended 30 June 2018

Profit attributable to shareholders ($000)$4,081$(107)$3,974

Weighted average number of ordinary shares68,679,09868,679,098

Earnings per share (basic and diluted)5.9 cents5.8 cents

DISCLOSURE OF NON-GAAP FINANCIAL INFORMATION (continued)

80 CAVALIER CORPORATION ANNUAL REPORT 2019
2019

$000

2018

$000

2017

$000

2016

$000

2015

$000

2014

$000

2013

$000

Financial Performance

Operating revenue$135,234$148,120$156,120$190,371$215,728$200,642$201,739

EBITDA (normalised)7,0769,9982,57212,2758,517

14,60912,142

Depreciation(3,479)(3,561)(3,251)(3,352)(5,862)(5,849)(6,328)

EBIT (normalised)3,5976,437(679)8,9232,6558,7605,814

Net interest expense(1,790)(2,798)(2,936)(3,374)(3,948)(3,484)(3,740)

Share of profit after tax of

equity-accounted investees

(normalised)6441,4197972,6702,0342,0445,013

Profit/(Loss) before income

tax (normalised)2,4515,058(2,818)8,2197417,3207,087

Income tax (expense)/benefit(572)(1,084)962(1,906)454(1,530)(463)

Profit/(Loss) after tax

(normalised)1,8793,974(1,856)6,3131,1955,7906,624

Abnormal costs (after tax)(18,659)107(268)(3,198)(26,910)–(3,594)

(Loss)/Profit after tax

attributable to shareholders

of the Company (GAAP)(16,780)4,081(2,124)3,115(25,715)5,7903,030

Ordinary dividends paid–––––(4,785)–

(Loss)/Profit after dividends$(16,780)$4,081$(2,124)$3,115$(25,715)$1,005$3,030

Financial Position

Shareholders’ equity54,98972,22267,89069,36166,18492,95993,918

Loans and borrowings20,50027,50035,00037,70045,00061,22058,896

Term liabilities1,6182,0293,7284,4614,9386,3636,961

Loans and borrowings


– current portion–4,0006,500–11,767–320

Current liabilities22,22727,25325,73935,85441,23737,51836,542

Shareholders’ equity


and total liabilities$99,334$133,004$138,857$147,376$169,126$198,060$196,637

Fixed assets30,16435,14237,12336,82047,91063,90068,932

Investment in equity-

accounted investees–24,54423,49023,17524,93725,90023,856

Goodwill and other

intangibles–2,3622,3622,3622,3627,7947,794

Deferred tax asset5,4564,9715,5323,4961,3883,1072,797

Non-current assets35,62067,01968,50765,85376,597100,701103,379

Cash at bank2,7242,1111,2551,2002,8342,3755,932

Current assets60,99063,87469,09580,32389,69594,98487,326

Total assets$99,334$133,004$138,857$147,376$169,126$198,060$196,637

TREND STATEMENT – (UNAUDITED)

81
2019

$000

2018

$000

2017

$000

2016

$000

2015

$000

2014

$000

2013

$000

Abnormal items (after tax)

Impairment of carpet tile

business assets––––(9,132)––

Impairment of fixed assets(4,413)––(1,573)(4,344)––

Impairment of intangible

assets(2,362)–––(5,432)––

Derecognition of deferred

tax asset––––(6,771)––

Restructuring costs–136(4,542)

1

(3,222)

1

(711)–(4,113)

2

Releases of provisions

made previously––––––519

Reversal of impairment of

fixed assets–991,083––––

Gain on sale of property–––2,035–––

Scour merger costs–(128)(738)(438)(520)––

Gain on merger and dilution

of equity-accounted investee––3,929––––

Loss on sale of interest in,

and property held by,

equity-accounted investees(11,884)––––––

Total$(18,659)$107$(268)$(3,198)$(26,910)–$(3,594)

1

Incurred as part of the Group’s strategic plan to address its cost base, with the consolidation of its yarn spinning operations in Napier,

Whanganui and Christchurch. The costs included employee termination benefits, employee support costs, costs to relocate plant and

equipment and abnormal manufacturing costs and inefficiencies during the consolidation process, which included:

• consolidation of woollen yarn spinning operations (previously in Napier and Whanganui) to a single hub at the Napier plant;

• down-scaling of the semi-worsted yarn spinning operation in Whanganui;

• relocation of the felted yarn operation from Christchurch to Whanganui; and

• closure of the Christchurch plant.

2

Incurred as a consequence of various business improvement plans initiated, with costs made up of employee termination benefits,

employee support costs, costs to relocate plant and equipment and contract termination costs.

TREND STATEMENT – (UNAUDITED) (continued)

82 CAVALIER CORPORATION ANNUAL REPORT 2019
2019201820172016201520142013

Financial Ratios and

Summary

Use of Funds and Return

on Investment

Return on average

shareholders’ equity

(normalised)3.0%5.7%(2.7)%9.3%1.5%6.2%7.2%

Basic earnings per ordinary

share (normalised)2.7c5.8c(2.7)c9.2c1.7c8.5c9.7c

Financial Structure

Net tangible asset backing

per ordinary share$0.72$0.94$0.87$0.92$0.91$1.19$1.22

Equity ratio55.4%54.3%48.9%47.1 %39.1%46.9%47.8%

Net interest-bearing debt :

equity ratio24:7629:7137:6334:6645:5539:6136:64

Net interest cover

(normalised) (times)2.02.41.54.41.52.53.0

Return to Shareholders

Dividends paid per

ordinary share (excluding

supplementary)–––––7.0c–

Dividend imputation–––––100%–

Ordinary dividend cover

(normalised) (times)–––––1.2–

Supplementary dividends

paid per ordinary share–––––1.24c–

Share Price

30 June$0.32$0.62$0.35$0.76$0.36$1.33$1.70

52 week high$0.68$0.63$0.95$0.77$1.36$2.03$2.12

52 week low$0.31$0.27$0.33$0.35$0.31$1.33$1.45

Market Capitalisation ($000)

30 June$21,977$42,581$24,038$52,196$24,724$91,343$116,049

Capital Expenditure and

Depreciation ($000)

Capital expenditure$4,705$1,622$2,123$2,076$2,564$2,494$1,907

Depreciation$3,479$3,561$3,251$3,352$5,862$5,849$6,328

TREND STATEMENT – (UNAUDITED) (continued)

83
Glossary of financial terms

EBITDAEarnings before interest, tax, depreciation and amortisation

EBITEarnings before interest and tax

EBITDA (normalised)Earnings before abnormal costs, interest, tax, depreciation and

amortisation

EBIT (normalised)Earnings before abnormal costs, interest and tax

Net assetsTotal assets less total liabilities

Use of funds and Return on investment

Return on average shareholders’

equity (normalised)

Profit/(Loss) after tax (normalised)

Average shareholders’ equity

Basic earnings per ordinary share

(normalised)

Profit/(Loss) after tax (normalised)

Weighted average number of ordinary shares on issue during the year

Financial structure

Net tangible asset backing per

ordinary share

Net assets less goodwill and other intangibles

Number of ordinary shares on issue at balance date

Equity ratio

Shareholders’ equity

Shareholders’ equity and total liabilities

Net interest-bearing debt : equity ratioInterest-bearing debt less cash at bank : Shareholders’ equity

Net interest cover (normalised)

EBIT (normalised) plus dividends received from equity-accounted

investees grossed up for imputation

Net interest expense

Return to shareholders

Ordinary dividend cover (normalised)

Profit/(Loss) after tax attributable to shareholders of the Company

(normalised)

Ordinary dividends paid

TREND STATEMENT – (UNAUDITED) (continued)

84 CAVALIER CORPORATION ANNUAL REPORT 2019
85 Corporate Governance Statement

95 Disclosures under the Companies Act 1993

99 Disclosures under the New Zealand Exchange

Listing Rules

101 Disclosures under the Financial Markets

Conduct Act 2013

101 Shareholder Information

102 Corporate Directory

Governance and Other Disclosures

For the year ended 30 June 2019

84 CAVALIER CORPORATION ANNUAL REPORT 2019

85
Cavalier’s Board of Directors (“the Board”) is responsible

for and committed to maintaining the highest standards

of corporate behaviour and responsibility and has

adopted governance principles reflecting this.

The Board seeks to follow best practice recommendations for listed companies to the extent that is appropriate for

the nature and complexity of Cavalier’s operations.

The Board considers that the Company’s corporate governance framework materially complies with the 2019 NZX

Corporate Governance Code (“NZX Code”).

A summary of Cavalier’s governance actions and performance against each of the principles in the NZX Code and its

compliance with the recommendations relating to each of these principles are set out on pages 85 to 94.

PRINCIPLE 1 – CODE OF ETHICAL BEHAVIOUR

Cavalier expects its Directors, officers, employees and contractors to act legally, ethically and with integrity in a manner

consistent with the Company’s Code of Ethics.

The Code of Ethics sets out the standard of conduct expected of Directors and employees and the Company’s approach

to stakeholders. It is supported by other policies and procedures including those that address continuous disclosures,

confidentiality of information, conflicts of interest, reporting of concerns and share trading.

Cavalier’s Code of Ethics and other key policies and charters relating to corporate governance have been reviewed and

aligned with the 2019 NZX Listing Rules (“Listing Rules”) and the NZX Code and can be found on the Company’s website

www.cavcorp.co.nz.

Whistleblowing

Cavalier has established internal procedures to monitor compliance with, and measures for dealing with breaches of,

the Code of Ethics. Cavalier encourages employees to speak out if they have concerns. The avenues for doing so are

detailed in the Company’s Code of Ethics which supports the reporting and investigation of breaches of the Code of

Ethics and serious wrongdoing in or by Cavalier.

Conflicts of interest

The Board is conscious of its obligation to ensure that Directors and employees avoid conflicts of interest between

their duty to Cavalier and their own interests. Guidance is provided in the Company’s Constitution, Board charter

and the Code of Ethics.

The Board reviews at every meeting the interests register in which relevant transactions and matters involving the

Directors are recorded. It is expected that Directors are sensitive to actual and perceived conflicts of interest that

may occur and have constant consideration of this issue.

The Directors’ disclosure of interest can be found on pages 95 to 97.

Share trading policy

Cavalier has a Share Trading Policy which, along with the Financial Markets Conduct Act 2013, imposes limitations and

requirements on Directors and employees in dealing in the Company’s shares. Directors and employees who are likely

to have knowledge of, or access to, material information can only buy or sell Cavalier shares during permitted periods

and with the written consent of the Board. They must not use their position of confidential knowledge of the Company

or its business to engage in share trading for personal benefit or to provide benefit to any third party.

Trading in Cavalier shares while in possession of material information is strictly prohibited.

A regular review of the share register is conducted to ensure compliance with the Share Trading Policy.

Compliance with NZX Code recommendations

The Board considers that the corporate governance practices it has adopted and followed during the year comply with

recommendations 1.1 (relating to documentation of minimum standards of ethical behaviour) and 1.2 (relating to a financial

product dealing policy) of the NZ Code.

CORPORATE GOVERNANCE STATEMENT

86 CAVALIER CORPORATION ANNUAL REPORT 2019
CORPORATE GOVERNANCE STATEMENT (continued)

PRINCIPLE 2 – BOARD COMPOSITION AND PERFORMANCE

The Board’s role is to add long-term shareholder value, while acting in a manner that the Directors believe is in the best

interests of the Company and having regard to the interests of its employees and other stakeholders.

The role and responsibilities of the Board are detailed in the Board Charter, which is reviewed at least every two years

and is available on the Company’s website.

Delegation

The Board delegates the day-to-day management of the Company to the CEO. The CEO in turn delegates authority to

senior management. These authorisation levels are set out in the Delegated Authority Policy.

Board composition

The Board comprises Directors who, collectively, have the balance of independence, skills, knowledge, experience and

perspectives to meet and discharge the Board’s responsibilities. Core competences and skills required include accounting

and finance, law, retail, sales and marketing, health and safety, manufacturing and well-developed ability for critical and

strategic analysis.

A balance of longer-serving Directors with experience in the Company and newer Directors who bring fresh perspective

and insight is desirable. The Board encourages strong individual thinking and rigorous discussion and analysis when

making decisions.

As at 30 June 2019, the Board comprised five Directors – Alan Clarke (Chairman), George Adams (Deputy Chairman),

John Rae, Grant Biel and Dianne Williams.

The profile of the Directors can be found on pages 20 and 21.

Director independence

The Board charter provides that the Chairman shall be an independent Director and that the majority of the Board shall

be independent Directors.

In order to be an independent director, Directors must not be an employee of the Company or have a ‘disqualifying

relationship’. Independence is determined in accordance with the Listing Rules and having regard to the factors described

in the NZX Code.

George Adams, Alan Clarke, John Rae and Dianne Williams are independent Directors of the Company as at 30 June 2019.

Grant Biel is not an independent Director because he is an associate of a substantial product holder in the Company.

Director appointment

Membership of the Board, and appointment and retirement of Directors by rotation, are determined in accordance with

the Company’s Constitution and Listing Rules.

While the appointment process is the responsibility of the whole Board, the Nomination Committee is tasked with

identifying and recommending candidates to fill director vacancies for the approval of the Board. The Committee

considers such factors as it deems appropriate, including capability, skill sets, experience, qualifications, judgement and

the ability to work with other Directors. Reference checks are carried out on all candidates and key information about

candidates is provided to shareholders to assist their decision as to whether to elect or re-elect a candidate.

New Directors are provided with an induction pack containing governance information, key policies and all relevant

information necessary to prepare them for their role. New Directors also receive presentations by the CEO and senior

management on the key issues facing Cavalier, its operations and the environment and markets in which it operates.

The Company has written agreements with all Directors appointed since 1 October 2017, establishing the terms of their

appointment.

The Board is satisfied that each Director has the necessary time available to devote to the position, broadens the Board’s

expertise and has a personality that is compatible with the other Directors.

87
PRINCIPLE 2 – BOARD COMPOSITION AND PERFORMANCE (continued)

Director training, access to information and advice

Directors are encouraged to undertake appropriate training and education to ensure they remain current on how to

best perform their duties. In addition, the CEO and senior management provide regular updates on relevant industry

and company issues.

Directors have unrestricted access to Company information and briefings from the CEO and senior management.

Site visits provide the Directors with a better understanding of the business, including its major health and safety risks

and how these are managed.

Directors and Board committees have the right, in connection with their duties and responsibilities, to seek independent

professional advice at the Company’s expense, with the approval of the Chairman.

Evaluation of Director, Board and committee performance

The Board, and the Board’s committees, critically evaluate annually their own performance and the performance of

the individual Directors. The Board, and its committees, also review annually their own processes and procedures to

ensure that they are not unduly complex and are designed to assist the Board and its committees in effectively fulfilling

their roles.

Attendance at meetings

Board meetings are usually held monthly (except for January), with other meetings held as and when required to deal

with any specific matters that may arise between scheduled meetings.

The table below sets out Director attendance at Board, and committee and shareholder meetings for the year ended

30 June 2019.

Board

Audit

Committee

Remuneration

Committee

Nomination

Committee

2

Shareholder

Total held1253–1

Attendance:

George Adams11/125/52/3–1/1

Grant Biel12/125/53/3–1/1

Alan Clarke12/125/53/3–1/1

Sarah Haydon

1

5/62/22/2–-/1

John Rae9/124/52/3–1/1

Dianne Williams12/125/53/3–1/1

1

Retired from the Board on 30 October 2018.

2

All matters that would normally be dealt with by the Committee during the year were dealt with by the Board during Director-only

sessions at scheduled Board meetings.

CORPORATE GOVERNANCE STATEMENT (continued)

88 CAVALIER CORPORATION ANNUAL REPORT 2019
PRINCIPLE 2 – BOARD COMPOSITION AND PERFORMANCE (continued)

Diversity and inclusion policy

Cavalier is committed to creating a culture of ‘equality of opportunity’ to drive business engagement and success and:

• sees the diversity of its work force as a key asset and contributor to improved business performance and

decision making;

• does not discriminate based on age, race, gender, sexual orientation, ethnicity or any other non-performance

related differentiating factor;

• treats its people fairly and respectfully; and

• promotes diversity of thought and action, and unbiasedly rewards capability and achievement.

The Company has a Diversity and Inclusion Policy, a copy of which is published on the Company’s website. This requires

the Board to establish measurable objectives for determining the success of the policy and its ‘equality of opportunity’

intent covering the following:

• sharing and promotion of this policy with employees;

• a capability-based approach to recruitment of people from a diverse as possible range of candidates;

• facilitation of opportunities for diversity of thought and action from all levels of the organisation; and

• promotion of diversity and inclusion through company culture programmes and celebrations that bring employees

with differing perspectives together.

Pursuant to this Policy, the Company held during the year:

• a roadshow, led by the CEO and senior management, to share and promote the Diversity and Inclusion Policy with

employees; and

• a number of company culture programmes and celebrations to promote diversity and inclusion.

The gender composition of the Company’s Directors and officers and the reporting on its progress in achieving the

Board’s diversity and inclusion policy objectives are summarised below.

30 June 201930 June 2018

Gender compositionMaleFemaleTotalMaleFemaleTotal

Directors4/80%1/20%5/100%4/67%2/33%6/100%

Officers

1

5/83%1/17%6/100%6/75%2/25%8/100%

Direct reports of officers25/66%13/34%38/100%26/74%9/26%35/100%

Rest of organisation248/59%170/41%418/100%266/62%164/38%430/100%

Total282/60%185/40%467/100%302/63%177/37%479/100%

1

Officer is a person, however designated, who is concerned or takes part in the management of the Company’s business but excludes a

person who does not report directly to the Board or report directly to a person who reports directly to the Board.

30 June 201930 June 2018

Age compositionNumber%Number%

Under 30 years of age63135812

30 to 50 years of age1954220643

Over 50 years of age2094521545

Total467100479100

Compliance with NZX Code recommendations

The Board considers that the corporate governance practices it has adopted and followed during the year comply with

recommendations 2.1 (relating to a written board charter), 2.2 (relating to nomination and appointment of directors),

2.3 (relating to written agreements with newly appointed directors), 2.4 (relating to disclosure of information about each

director), 2.5 (relating to a written diversity policy), 2.6 (relating to director training), 2.7 (relating to regular assessment

of director, board and committee performance), 2.8 (relating to board independence) and 2.9 (relating to independence

of the chair) of the NZ Code.

CORPORATE GOVERNANCE STATEMENT (continued)

89
PRINCIPLE 3 – BOARD COMMITTEES

The Board utilises committees to enhance Board effectiveness in key areas, while retaining Board responsibility.

Committees established by the Board make recommendations to the Board on those matters falling within the scope

of the relevant committee charter. They do not act or make decisions unless specifically mandated by their charter

or by prior Board authority to do so.

The Board has three standing committees – the Audit Committee, Remuneration Committee and Nomination Committee.

Each of these has a Board approved charter (which can be found on the Company’s website), setting out the role,

responsibilities, delegations and membership requirements. The Board regularly reviews the charters of each Board

committee, their performance against those charters and membership of each committee.

The Board believes that committee charters comply with the recommendations in the NZX Code.

The Board appoints the Chairman of each committee. Members are chosen for the skills, experience and other qualities

that they bring to the relevant committees.

Cavalier’s Board committees as at 30 June 2019 were:

CommitteeRoleMembers

Audit CommitteeAssist the Board in ensuring adequacy of

financial management, internal reporting

and monitoring processes, integrity of

financial reporting, statutory audit quality

and independence, internal audit and

internal controls.

George Adams (Chairman)

Grant Biel

Alan Clarke

John Rae

Dianne Williams

Remuneration CommitteeAssist the Board in establishing and

maintaining a strong governance

framework in respect of remuneration

packages for Directors and for the CEO

and senior management.

John Rae (Chairman)

George Adams

Grant Biel

Alan Clarke

Dianne Williams

Nomination CommitteeAssist the Board in ensuring appropriate

Board performance and composition and

in appointing directors.

Alan Clarke (Chairman)

George Adams

Grant Biel

John Rae

Dianne Williams

Independent Takeover Committee

As the Company has a small Board, it is not envisaged that the Board would appoint an Independent Takeover Committee,

upon a takeover offer being received, unless there are Directors who are interested in the takeover offer or certain

Directors are unavailable to assist on the matter.

The Board has a Takeover Response Policy setting out the objectives of the Company’s takeover response strategy

and establishing the appropriate protocols to be followed in the event of a takeover offer for the Company, covering,

among other things:

• structure of the takeover response team and roles of key groups in the team;

• the Takeovers Code process and timetable;

• steps to be taken on receipt of a takeover notice;

• communication between the Company and the bidder; and

• potential takeover response strategies.

Compliance with NZX Code recommendations

The Board considers that the corporate governance practices it has adopted and followed during the year comply

with recommendations 3.1 (relating to a written audit committee charter, membership of the audit committee and audit

committee chair), 3.2 (relating to attendance at audit committee meetings), 3.3 (relating to a written remuneration

committee charter, membership of remuneration committee and attendance at remuneration committee meetings),

3.4 (relating to a nomination committee, a written nomination committee charter and membership of the remuneration

committee), 3.5 (relating to other board committees), 3.6 (relating to protocols if there is a takeover offer) of the NZ Code.

CORPORATE GOVERNANCE STATEMENT (continued)

90 CAVALIER CORPORATION ANNUAL REPORT 2019
PRINCIPLE 4 – REPORTING AND DISCLOSURE

The Board is responsible for the timeliness, accuracy and completeness of all Company disclosures, including its results,

financial reporting and all matters relating to its business activities that could have a material effect on the price of

Cavalier shares if they were generally available to the market.

The Directors are committed not only to preparing financial statements that comply with New Zealand Generally

Accepted Accounting Practice and give a true and fair view of Cavalier’s financial position as at balance date and of its

operations and cash flows for the year ended on that date, but also to balanced, clear and objective financial reporting.

Timely and balanced disclosure

Cavalier is committed to promoting investor confidence by providing timely, accurate, complete and equal access to

material information, both positive and negative, in accordance with the Listing Rules. To achieve and maintain high

standards of disclosures, Cavalier has adopted a Continuous Disclosure Policy, which is designed to ensure compliance

with NZX continuous disclosure guidance note.

This policy, a copy of which is published on the Company’s website, sets guidelines and outlines responsibilities to

safeguard the Company against inadvertent breaches of continuous disclosure obligations.

Financial reporting

The Audit Committee assists the Board in providing oversight of the quality and integrity of external financial reporting

including the accuracy and completeness of financial statements. In preparing financial statements, the Company also

ensures that its financial reporting is accompanied by sufficient explanation and is expressed in a clear and objective

manner to assist investors make informed investment decisions.

Non-financial reporting

In addition to shareholders, Cavalier has a wide range of stakeholders and maintains open channels of communication

for all audiences, including brokers, the investing community and the New Zealand Shareholders’ Association, as well as

its staff, suppliers and customers.

Cavalier is committed to conducting the activities of the Company’s business responsibly and sustainably by balancing its

economic, environmental and social responsibilities and having regard to how its activities affect employees, contractors,

communities and the environment in which it operates.

Insight into Cavalier’s assessment of its business, strategy, performance and the transformational shift that is underway

to position Cavalier as a design-led wool-focused company can be found on pages 4 to 19.

Compliance with NZX Code recommendations

The Board considers that the corporate governance practices it has adopted and followed during the year comply with

recommendations 4.1 (relating to a written continuous disclosure policy), 4.2 (relating to making available code of ethics

and other key governance documents available on website), 4.3 (relating to balanced, clear and objective financial

reporting) of the NZ Code.

The Board notes that environmental and social responsibilities have always been a part of the Company’s ethos, but these

are not sufficiently formalised to enable it to fully comply with recommendation 4.3 (relating to non-financial disclosure).

A detailed framework addressing the Company’s environmental and social responsibilities is currently in development

with the assistance of a specialist consultancy. The Board expects the Company to be in a position to move towards more

formal measuring and monitoring of these key areas within the context of our business and will update shareholders

when it reports on the 2020 financial year.

CORPORATE GOVERNANCE STATEMENT (continued)

91
PRINCIPLE 5 – REMUNERATION

The Board has a clear policy for setting remuneration of Directors and senior management at levels that are

fair and reasonable to attract, reward and retain the skills, knowledge and experience required to enhance the

Company’s performance.

The Remuneration Committee assists the Board in discharging its responsibilities in relation to setting and review

of Directors’ remuneration and senior management objective setting, performance review and remuneration.

External advice is sought as required to ensure remuneration is benchmarked to the market for Directors and

senior management positions.

Directors’ remuneration

Shareholders resolved at the October 2018 Annual Meeting that the total remuneration to be paid to the non-executive

Directors be fixed at a sum not exceeding $450,000 per annum, such sum to be divided amongst them in such

proportions and in such manner as they may determine.

The remuneration payable to the Directors was last reviewed and approved by the Board on 18 January 2019, with the

current scale of Directors’ remuneration applying from 1 January 2019 set out on page 75 (note 8f of the notes to the

financial statements).

The total remuneration paid to the Directors for the year ended 30 June 2019 was $387,090, with the details paid to

each Director set out on page 97.

CEO’s remuneration

The remuneration of the CEO is set independently, and without any involvement of the CEO, on an arm’s length

commercial basis as recommended by the Remuneration Committee and approved by the Board.

The CEO’s remuneration comprises a fixed base salary, fringe benefits and a variable short-term bonus that is payable

annually. Bonuses are paid against targets covering profitability and growth as well as strategy, health and safety and

culture as agreed with the CEO at the commencement of the period.

The remuneration of the CEO can be analysed as follows:

Year ended

30 June

Base

salary

Employer

superannuation

contributions

Other

benefits

Fixed

remuneration

Short term

variable

remuneration

Long-term

variable

remuneration

Total

remuneration

2019$493,747$14,812$17,708$526,267––$526,267

2018$474,757$14,243$16,345$505,345$40,177–$545,522

Subsequent to balance date, the Board introduced a share-based long-term incentive scheme for the CEO and selected

members of the senior management team, with the scheme designed to align their interests with those of shareholders.

Entitlements under the scheme are based on the extent to which the CEO and selected members of the senior

management team are able to generate total shareholder returns (being increase in share price and dividends paid)

in excess of the Company’s cost of capital over a three-year performance period, with shares to be issued under the

scheme subject to the 3% share cap provided for under the Listing Rules.

Compliance with NZX Code recommendations

The Board considers that the corporate governance practices it has adopted and followed during the year comply with

recommendations 5.1 (relating to director remuneration), 5.2 (relating to remuneration policy), 5.3 (relating to disclosure

of remuneration arrangements for the CEO) of the NZ Code.

CORPORATE GOVERNANCE STATEMENT (continued)

92 CAVALIER CORPORATION ANNUAL REPORT 2019
PRINCIPLE 6 – RISK MANAGEMENT

Cavalier is committed to the effective management of risk, which is fundamental to the Company’s growth and

profitability targets and outcomes.

The Company maintains a risk management framework for the identification, assessment, monitoring and management

of risk and has in place, among other policies, a Treasury Management Policy and a Delegated Authority Policy to

manage specific risks.

The Board is responsible for overseeing and approving the risk management framework and tolerance levels as well

as ensuring that an effective assurance system is in place.

The material financial risks facing the business and the management of these risks are discussed at pages 60 to 70

(see note 7 of the notes to the financial statements).

Health and safety

The Board has a Health and Safety Policy, a copy of which is published on the Company’s website.

The policy provides the context, direction and framework within which all other health and safety materials are

developed. It is the foundation for managing health and safety risks whilst applying a learning and people-centric lens

to our operations and risk management.

The Board adopts a risk-based approach to health and safety risk management, focusing on strengthening critical risk

management, while continuing to develop organisational capability and accountability for making health and safety an

integrated part of our business. Health and safety is a regular agenda item at Board meetings and Directors complete site

visits which include a health and safety focus. There is an on-going emphasis on learning from events that have a medium

or higher health and safety risk potential, regardless of whether they have resulted in injury or harm to proactively

prevent reoccurrence of similar events.

The Health and Safety program has concentrated on strengthening control effectiveness for key critical risks including

moving vehicles (and forklifts), falling objects and moving plant. This has included physical pedestrian separation zones,

upgraded plant safety features and optimisation of racking systems, all executed within a cycle of continuous

improvement and with the input and support of our site Health and Safety committees.

While the Board does not have a Health and Safety Committee, there is a Health and Safety Panel – comprising George

Adams, as the Board’s representative, the CEO and senior management. A new position of General Manager – Health &

Safety was created during the 2019 financial year in recognition of the value that strong health and safety performance

creates, with Dr Kirstine Hulse appointed to this position.

The critical risk program continues, with work to develop leading and lag indicators around control effectiveness and

organisational capability commencing.

Compliance with NZX Code recommendations

The Board considers that the corporate governance practices it has adopted and followed during the year comply with

recommendations 6.1 (relating to adoption of a risk management framework and reporting and management of material

risks) and 6.2 (relating to health and safety risks) of the NZ Code.

CORPORATE GOVERNANCE STATEMENT (continued)

93
PRINCIPLE 7 – AUDITORS

External audit

The Board is responsible for ensuring the quality and independence of the statutory audit process and has adopted

an External Audit Independence Policy, a copy of which is published on the Company’s website.

The Audit Committee is charged with considering, and making recommendations to the Board regarding, any issues

relating to the independence, performance, appointment or termination of the external auditor.

The Committee reviews the quality and cost of the statutory audit undertaken by the Company’s external auditor

and provides a formal channel of communication between the Board, senior management and external auditor.

The Committee also assesses the external auditor’s independence on an annual basis.

The external auditor is prohibited from undertaking any work that impairs, or is seen to impair, independence and

objectivity with respect to the statutory audit. Other services provided by the external auditor for the year ended

30 June 2019 were non-audit related and were approved pursuant to the External Audit Independence Policy as

having no effect on the independence or objectivity of the external auditor in relation to its statutory audit work.

In determining whether a non-audit related service impinges on the independence or objectivity of the external auditor,

consideration is given to, among other things, the people doing the work, the nature of the work done and whether it

involves any calculations of balances in the financial statements or for financial reporting.

Cavalier’s external auditor also attends the Annual Meeting and is available to answer questions relating to the conduct

of the statutory audit and the preparation and content of the auditor’s report.

KPMG was the external auditor for the 2019 financial year, having been automatically reappointed at the November 2018

Annual Meeting. The last key audit partner rotation was in respect of the statutory audit for the year ended 30 June 2017.

The fees paid to KPMG for audit and non-audit work for the year ended 30 June 2019 are set out on page 48 (see note 3e

of the notes to the financial statements).

Internal audit

Cavalier operates an independent internal audit programme that provides objective assurance of the effectiveness of the

internal control framework.

Internal audit assists the Board and the Audit Committee to accomplish their objectives by bringing a disciplined

approach to evaluating and improving the effectiveness of risk management, internal controls and governance processes.

Internal audit adopts a risk-based assurance approach that is approved by the Board and has the autonomy to report

significant issues directly to the Audit Committee or, if considered necessary, the Chairman of the Board.

Compliance with NZX Code recommendations

The Board considers that the corporate governance practices it has adopted and followed during the year comply with

recommendations 7.1 (relating to establishment of a framework for the issuer’s relationship with its external auditor), 7.2

(relating to external auditor attendance at Annual Meetings) and 7.3 (relating to internal audit functions) of the NZ Code.

CORPORATE GOVERNANCE STATEMENT (continued)

94 CAVALIER CORPORATION ANNUAL REPORT 2019
PRINCIPLE 8 – SHAREHOLDER RIGHTS AND RELATIONS

Cavalier respects the rights of shareholders, is focused on fostering constructive relationships with shareholders that

encourage them to engage with the Company and values dialogue with institutional and private investors.

Cavalier is also committed to giving all shareholders comprehensive, timely and equal access to information about its

activities and keeps shareholders informed through:

• periodic and continuous disclosure, including shareholder presentations, to NZX;

• half year and annual reports;

• the Investor Newsletter;

• the Annual Meeting and any other meetings of shareholders called to obtain approval for Board actions as appropriate;

and

• the Company’s website.

The Board encourages full participation of shareholders at Annual Meetings to ensure a high level of Director and

management accountability and shareholder identification with Cavalier’s strategies and goals.

Cavalier:

• has a website www.cavcorp.co.nz where investors and interested stakeholders can access financial and

operational information and key corporate governance information about the Company; and

• makes its notice of Annual Meeting available on its website at least 20 working days prior to the meeting.

The Board also encourages shareholders to opt to receive communications from the Company electronically,

thereby ensuring that they get access to communications efficiently and in a timely manner.

Compliance with NZX Code recommendations

The Board considers that the corporate governance practices it has adopted and followed during the year comply

with recommendations 8.1 (relating to website for investors and interested stakeholders), 8.2 (relating to investor

communications with the issuer), 8.3 (relating to right of shareholders to vote on major decisions which may change

the nature of the issuer) and 8.5 (relating to notices of annual or special meetings) of the NZ Code.

The Board notes that recommendation 8.4 (relating to preference for a pro-rata offer in a capital raise) did not apply

during the year.

CORPORATE GOVERNANCE STATEMENT (continued)

95
DISCLOSURES UNDER THE COMPANIES ACT 1993

Year ended 30 June 2019

DIRECTORS

The Directors of the Company as at 30 June 2019 were:

George Adams

Grant Biel

Alan Clarke

John Rae

Dianne Williams

Sarah Haydon retired from the Board on 30 October 2018.

INTERESTS REGISTER

The Companies Act 1993 requires the Company to maintain an interests register in which are recorded the particulars

of certain transactions and matters (eg. use of company information, remuneration, indemnity and insurance and share

dealing) involving the Directors. It further requires particulars of the entries in the interests register for the year to be

disclosed in the Annual Report.

Use of company information

No notices were received from the Directors regarding the use of company information that would not otherwise have

been available to them, except in their capacity as directors, during the year.

Remuneration

The scale of remuneration payable to the Directors with effect from 1 January 2019 was approved by the Board of

Directors on 18 January 2019 and is set out on page 75 (note 8f of the notes to the financial statements).

Indemnity and insurance

The Board of Directors also authorised, during the year, the renewal of the Company’s directors’ and officers’ liability

insurance policies covering the risks arising out of the acts or omissions of the Directors and employees of the Company

and its subsidiaries to the extent normally covered by such policies. The total cost of these policies for the year ended

30 June 2019 was $100,527 which was considered fair to the Company.

Share dealing

No notices were received from the Directors in relation to share dealing during the year.

Directors’ relevant interests in shares in the Company as at 30 June 2019 were:

Alan Clarke

Beneficial300,000

Other–

Grant Biel

Beneficial–

Other8,567,642

Dianne Williams

Beneficial5,000

Other–

96 CAVALIER CORPORATION ANNUAL REPORT 2019
DISCLOSURES UNDER THE COMPANIES ACT 1993 (continued)

Year ended 30 June 2019

INTERESTS REGISTER (continued)

Specific disclosures of interest

No specific disclosures of interest were received during the year.

General disclosures of interest

General disclosures of interest that were current as at 30 June 2019 were:

George Adams

Apollo Brands Limited

Apollo Foods Limited

The Apple Press Limited

Insightful Mobility Limited

Mars Manufacturing Limited

Mix Limited

Mix Global Holdings Limited

Mix IP Limited

Netlogix Group Holdings Limited

Tegel Group Holdings Limited


Competenz

Director

Executive Chairman and shareholder

Director

Chairman and shareholder

Director

Chairman

Chairman

Director

Chairman

Director


Director

Grant Biel

Auckland Air Charter Limited

Bay Cliffe Industries Limited

Baycliffe Enterprises Limited

Bondworth Carpets Limited

Heli Harvest Limited

Heli Harvest (2012) Limited

Rural Aviation (1963) Limited

Westburn Investments Limited

Director

Director and shareholder

Director and shareholder

Director and shareholder

Director

Director

Director and shareholder

Director

Alan Clarke

Intergroup Limited

nib nz Limited

nib nz Holdings Limited

Clarke Family Trust

Corder Family Trust

Jennifer Nelson Family Trust

Kempthorne Family Trust

Russell Holloway Family Trust

Chairman of Advisory Board

Director

Director

Trustee and beneficiary

Trustee

Trustee

Trustee

Trustee

John Rae

Abodo Limited

Activate Tairawhiti Limited

Corson Grain Limited

Eastland Group Limited

Eastland Network Limited

Eastland Port Limited

F J Hawkes & Co. Limited

Gisborne Airport Limited

Gobble Limited

Jaffa Holdings Limited

Kingyo Foods Limited

Ngapuhi Asset Holding Company Limited

Oha Honey GP Limited

Smart Environmental Limited

Thos Corson Holdings Limited

Wet Gisborne Limited

Provincial Growth Fund

JR Family Trust

Chairman of Advisory Board

Chairman

Director

Director

Director

Director

Director and shareholder

Director

Director and shareholder as nominee

Director and shareholder

Director and shareholder as nominee

Director

Chairman

Chairman

Chairman

Director

Panel Member

Trustee

97
DISCLOSURES UNDER THE COMPANIES ACT 1993 (continued)

Year ended 30 June 2019

Dianne Williams

Darden Limited

Darden Holdings Limited

Pulse Gp Limited

Stepchange Consulting Limited

West Auckland Trust Services Limited

Chartered Accountants Australia New Zealand

Netball Northern Zone (Incorporated Society)

Director and shareholder

Director and shareholder

Director

Director and shareholder

Director

Director

Director

DIRECTORS’ REMUNERATION

The total remuneration and value of other benefits earned by each of the Directors of the Company for the year ended

30 June 2019 were:

Board

Audit

Committee

Remuneration

Committee

Nomination

Committee

Other

benefitsTotal

George Adams$58,5006,548–––$65,048

Grant Biel$58,500––––$58,500

Alan Clarke$120,050––––$120,050

Sarah Haydon

1

$18,516$2,976–––$21,492

John Rae$58,500–$5,000––$63,500

Dianne Williams$58,500––––$58,500

Total$372,566$9,524$5,000––$387,090

1

Retired from the Board on 30 October 2018.

EMPLOYEES’ REMUNERATION

The number of employees of the Company and its subsidiaries whose remuneration and value of other benefits for the

year ended 30 June 2019 fall into the various brackets specified by the Companies Act 1993 is as follows:

INTERESTS REGISTER (continued)

General disclosures of interest (continued)

Remuneration and value of other benefits ($)

Number of

employees

100,000 – 109,99913

110,000 – 119,99911

120,000 – 129,9998

130,000 – 139,9992

140,000 – 149,9995

150,000 – 159,9992

160,000 – 169,9991

170,000 – 179,9992

180,000 – 189,9993

190,000 – 199,9991

200,000 – 209,9991

210,000 – 219,9991

220,000 – 229,999–

230,000 – 239,9991

Remuneration and value of other benefits ($)

Number of

employees

240,000 – 249,999–

250,000 – 259,999–

260,000 – 269,9992

270,000 – 279,999–

280,000 – 289,999–

290,000 – 299,999–

300,000 – 309,999–

310,000 – 319,9991

320,000 – 329,9991

490,000 – 499,9991

520,000 – 529,9991

Total number of employees57

98 CAVALIER CORPORATION ANNUAL REPORT 2019
DISCLOSURES UNDER THE COMPANIES ACT 1993 (continued)

Year ended 30 June 2019

DONATIONS

Refer to page 48 (note 3e of the notes to the financial statements).

AUDIT FEES

Refer to page 48 (note 3e of the notes to the financial statements).

SUBSIDIARY COMPANY DIRECTORS

The following persons respectively held office as directors of subsidiary companies as at the end of the year:

SubsidiariesDirectors

Cavalier Bremworth Limited

Cavalier Spinners Limited

Radford Yarn Technologies Limited

E Lichtenstein and Company Limited

Elco Direct Limited

Elcopac Limited

Elcotex Limited

Elcowool Limited

e-Wool Limited

Heron Distributors Limited

Cavalier Bremworth (North America) Limited

Cavalier Commercial Limited

EnCasa Carpets Limited

Knightsbridge Carpets Limited

Microbial Technologies Limited

Northern Prospecting Limited

Norman Ellison Carpets Limited

Carpet Distributors Limited

Horizon Yarns Limited

NEC Limited

Paul Alston

Cavalier Holdings (Australia) Pty. Limited

Cavalier Bremworth Pty. Limited

Kimberley Carpets Pty. Limited

Norman Ellison Carpets Pty. Limited

Cavalier Bremworth (Australia) Limited

Cavalier Commercial Pty. Limited

Paul Alston

Scott Bain

Michael Richardson resigned, and Scott Bain was appointed, as a director of Cavalier Holdings (Australia) Pty. Limited,

Cavalier Bremworth Pty. Limited, Kimberley Carpets Pty. Limited, Norman Ellison Carpets Pty. Limited, Cavalier

Bremworth (Australia) Limited and Cavalier Commercial Pty. Limited during the year.

No subsidiary company directors received, in their capacity as such, directors’ fees or other benefits from the

subsidiaries.

There were no entries in the interests register in respect of any of the subsidiary company directors. The remuneration

and value of other benefits of these directors is disclosed under employees’ remuneration on page 97.

99
ANALYSIS OF SHAREHOLDINGS

Number of

Shareholders%Shares Held%

Size of shareholdings

Up to 199983.078,2100.01

200 – 4991374.2946,8970.07

500 – 999 2367.38165,1040.24

1,000 – 1,999 53616.77738,3441.08

2,000 – 4,999 85126.632,628,9843.83

5,000 – 9,99955417.333,698,9865.39

10,000 – 49,999 64220.0912,700,92618.49

50,000 – 99,999682.134,408,6256.42

Over 99,999742.3244,283,02264.48

3,196100.0068,679,098100.00

Location of shareholders

New Zealand3,07296.1267,277,82097.96

Overseas – Australia722.25997,9511.45

– Others521.63403,3270.59

3,196100.0068,679,098100.00

Shares Held%

Top 20 shareholders

Marama Trading Limited9,610,71813.99

Rural Aviation (1963) Limited8,567,64212.47

Accident Compensation Corporation3,520,0005.13

Brian Edward Woolf and Margaret Jean Woolf1,500,0002.18

Forsyth Barr Custodians Limited1,047,8701.53

FNZ Custodians Limited1,030,5801.50

Fergus David Elliott Brown1,000,0001.46

F B Trustee Limited1,000,0001.46

Ian David McIlraith800,0001.16

Masfen Securities Limited787,5001.15

JPMorgan Chase Bank NA NZ Branch – Segregated Clients A/c735,0081.07

Percy Keith McFadzean715,0001.04

Andrew John Fleck640,0000.93

Graham James Munro and Zita Lillian Munro575,0000.84

Custodial Services Limited527,9270.77

Peter William Beasley and Anne Kathryn Beasley and Kevin Harborne500,0000.73

Michael Lookman and 187 Bridge Trustees 53 Limited500,0000.73

ASB Nominees Limited478,6070.70

James Ferguson Ring450,0000.66

William Orr and Amy Amelia Orr435,0000.63

34,420,85250.12

DISCLOSURES UNDER THE NEW ZEALAND EXCHANGE LISTING RULES

As at 31 August 2019

100 CAVALIER CORPORATION ANNUAL REPORT 2019
NZX WAIVER GRANTED

In September 2018, Cavalier sought and was granted a waiver from Rule 9.2.1 of the 2017 NZX Main Board Listing Rules

to the extent that the Rule prohibited its:

• wholly-owned subsidiary, Cavalier Bremworth Limited (“CBL”), as the holder of Cavalier’s 27.5% interest in Cavalier

Wool Holdings Limited (“CWH”); and

• 50%-owned CWS Assets Limited (“CWSA”)

from entering into various agreements relating to the sale of Cavalier’s interest in CWH and associated property held

by CWSA without shareholder approval.

The various agreements referred to above (“Agreements”) were:

• an agreement relating to the sale of the shares of CWH between CBL and the other shareholders of CWH and the

buyer of the shares of CWH (“Share Sale Agreement”);

• an agreement relating to the sale of associated property owned by CWSA to the buyer of the shares of CWH

(“Land Sale Agreement”); and

• an agreement relating to ongoing wool scouring services between CBL and CWH following the sale of the shares

of CWH (“Scouring Agreement”).

Shareholder approval would have been required under Rule 9.2.1 as a “Material Transaction” with a “Related Party”

because:

• the purchase price to be received by CBL under the Share Sale Agreement was in excess of 10% of the average

market capitalisation of Cavalier and CBL and the other shareholders of CWH had entered into a shareholders’

agreement in relation to CWH, making them Related Parties;

• the Land Sale Agreement is a related transaction; and

• the services to be provided under the Scouring Agreement were expected to exceed 1% of the average market

capitalisation of Cavalier so was individually a Material Transaction (as well as being part of a related series of

transactions). Due to CBL’s shareholding in CWH and appointment of a director of CWH, they could be considered

Related Parties.

The waiver was provided on conditions that:

• the Directors of Cavalier certified to NZX Regulation that the Agreements had been entered into and negotiated

on an arms’ length commercial basis and, in their opinion, entry into the Agreements was fair and reasonable to,

and in the best interests of, Cavalier and its shareholders;

• details of the Agreements were disclosed to the market when the Agreements were entered into; and

• the waiver, its conditions and the implications of the waiver were disclosed in Cavalier’s annual report following

the completion of the Agreements.

Receiving this waiver means Cavalier did not have to seek shareholder approval for entering into the Agreements.

A full copy of the waiver is available on Cavalier’s website.

DISCLOSURES UNDER THE NEW ZEALAND EXCHANGE LISTING RULES (continued)

As at 31 August 2019

101
DISCLOSURES UNDER THE FINANCIAL MARKETS CONDUCT ACT 2013

As at 30 June 2019

SUBSTANTIAL HOLDINGS

The substantial product holders in the Company in respect of whom notices have been received were:

Number of ordinary shares

(being the only class of listed

voting securities) where

relevant interest exists

Accident Compensation Corporation3,720,000

A C Timpson Trust9,610,718

Marama Trading Limited9,610,718

G C W Biel8,467,642

Rural Aviation (1963) Limited8,467,642

The total number of ordinary shares, being the only class of listed voting securities in the Company, as at 30 June 2019

was 68,679,098.

The definition of the term “relevant interest” in the Financial Markets Conduct Act 2013 is extremely wide, and more than

one relevant interest can exist in the same voting securities.

SHAREHOLDER INFORMATION

ANNUAL MEETING OF SHAREHOLDERS

Time and date2 p.m., Wednesday, 27 November 2019

VenueNewmarket Room, Ellerslie Event Centre, 100 Ascot Avenue, Ellerslie, Auckland 1051

CORPORATE CALENDAR

27 November 20192019 Annual Meeting of shareholders

31 December 2019End of 2020 half year

Mid-February 2020Announcement of 2020 half year result

Mid-March 2020Release of 2020 half year report

30 June 2020End of 2020 financial year

Late August 2020Announcement of 2020 annual result

September 2020Period for director nominations

End of September 2020Release of 2020 Annual Report

102 CAVALIER CORPORATION ANNUAL REPORT 2019
CORPORATE DIRECTORY

BOARD OF DIRECTORS

George Adams DipFSA(Hons), FCA, CMInstD

Independent

Deputy Chairman of the Board of Directors

Chairman of Audit Committee

Member of Remuneration and Nomination Committees

Grant Biel B.E. (Mech.)

Non-independent

Member of Audit, Remuneration and Nomination Committees

Alan Clarke B.Sc.(Hons), MBA, CFInstD

Independent

Chairman of the Board of Directors

Chairman of Nomination Committee

Member of Audit and Remuneration Committees

John Rae B.Com., LLB, CMInstD

Independent

Chairman of Remuneration Committee

Member of Audit and Nomination Committees

Dianne Williams B.Com., MBA, CMInstD

Independent

Member of Audit, Remuneration and Nomination Committees

CHIEF EXECUTIVE OFFICER

Paul Alston BBS, CA

CHIEF FINANCIAL OFFICER AND

COMPANY SECRETARY

Victor Tan CA, FCIS

FOUNDING SHAREHOLDER

The late Anthony Charles Timpson ONZM

REGISTERED OFFICE

7 Grayson Avenue, Auckland 2104,

P O Box 97040, Auckland 2241.

Telephone: 64-9-277 6000, Facsimile: 64-9-279 4756.

SHARE REGISTRAR

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road, Auckland 0622,

Private Bag 92119, Auckland 1142.

Telephone: 64-9-488 8700, Facsimile: 64-9-488 8787, Investor Enquiries: 64-9-488 8777.

AUDITORS

KPMG

LEGAL ADVISORS

Russell McVeagh

BANKERS

Bank of New ZealandNational Australia Bank Limited

103
CARPET OPERATION

General Manager New Zealand SalesDean Chandler

General Manager Marketing and

International OperationsRochelle Flint

General Manager ManufacturingCraig Wallis

WOOL OPERATION

General Manager Wool AcquisitionShane Eades

WEBSITES

Corporate cavcorp.co.nz

Carpet Operationcavbrem.co.nz

cavbrem.com.au

normanellison.co.nz

normanellison.com.au

Wool Operationelcodirect.co.nz

Share Registrar computershare.co.nz/investorcentre

CORPORATE DIRECTORY (continued)

CORPORATE

Group Financial ControllerLinda Arbuckle

General Manager Health and SafetyKirstine Hulse

Group Information Services ManagerTrevor Jones

104 CAVALIER CORPORATION ANNUAL REPORT 2019
NOTES

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.