Bremworth Limited/Announcement
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Amended FY20 Annual Report

Full Year Results22 November 2020BRWConsumer Discretionary

MARKET RELEASE
23 November 2020


Amended FY20 Annual Report


Cavalier Corporation Limited (NZX: CAV) has provided an updated copy of its FY20 Annual Report,

amended to correct for the following errors:


– removal of a sentence that was incorrectly included in the Independent Auditor’s Report on

Going Concern and Liquidity on page 35


– correction of the heading from “For the year ended 30 June 2020” to “As at 30 June 2020” on

page 43




ENDS


For further information please contact:

Paul Alston

Chief Executive Officer

palston@bremworth.co.nz

+64 21 918 033

+64 9 277 1135

Jackie Ellis

Media and Investor Relations

Jackie@ellisandco.co.nz

+64 27 246 2505

---

ANNUAL REPORT 2020

CHANGE FEELS GOOD.
WE'RE ON A MISSION TO DELIVER A

RANGE OF HOME EXPERIENCES BUILT

WITH PEOPLE, THE PLANET AND

GROWTH IN MIND. TO NOT JUST MOVE

WITH WHERE THE WORLD'S HEADED

BUT LEAD THE WAY.

TO DEVELOP NEW IDEAS, TO INNOVATE

AND EVOLVE AS A NEW BREED OF

BUSINESS. BECAUSE THE CHANGES WE

MAKE TODAY WILL PREPARE US FOR

THE FUTURE.

Contents

2 About

4 Our Vision

5 Our Strategy

6 Our New Brand Identity

8 Our Growth Strategy

10 FY20 Year in Review

11 Post-Period End

12 Chairman & Chief Executive Officer’s Report

16 Our Unifying Values

17 Our People

18 Our Sustainable Future

20 Our Natural Ethos

21 Our Alignment with Nature

22 New Colours & New Product

24 Our Suppliers

25 Our Customers & Consumers

26 Board of Directors

28 Four Year Performance Graphs

29 Trend Statement

30 Financial Statements

90 Governance and Other Disclosures

109 Shareholder Information

110 Trend Statement

114 Disclosures of Non-GAAP Financial Information

116 Corporate Directory

This Annual Report is dated 20 November 2020 and is signed

on behalf of the Board of Directors by:

George Adams

Chairman


Paul Alston

Chief Executive Officer

1 — ANNUAL REPORT 2020 1 — ANNUAL REPORT 2020

ABOUT
1

3 — ANNUAL REPORT 2020 2

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Sustainable

design-led thinking

that supports people,

planet and proˆt

O

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B

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S

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S

At its core, our business strategy is geared to create a

sustainable, profitable and design-led organisation,

with a purpose of finding a more natural way.

A network of relationships exists between us, our

customers and the end consumer, supported by our

supply partnerships and the products we create.

Our shared values serve to unify these elements

across the entire Bremworth business.

OUR

STRATEGY

WE'RE CHANGING TO BECOME A

PURPOSE-LED BUSINESS.

We aim to incorporate eco-conscious practices into

everything we do. This ethos will help us to ensure

our products are as natural as they can be, to reduce

our impact on the environment in every way we can.

WE'RE CHANGING TO BECOME A

DESIGN-LED BUSINESS.

True innovation starts with listening to, and learning

from end users so that we can keep in step with

consumer trends and solve real world problems.

Our design-led thinking approach will inform and

guide our innovation programme to ensure our ideas

are desirable, long lasting solutions.

OUR VISION IS TO BECOME A

GLOBAL LEADER IN DESIGNING

AND CREATING DESIRABLE,

SAFE, SUSTAINABLE AND HIGH

PERFORMING NATURAL

INTERIOR SOLUTIONS.

BRAND

ARCHITECTURE

OUR WHY?

We believe that by embracing nature we can

make a genuine difference to the wellbeing of

people and the planet and deliver the design and

performance attributes customers care about.

OUR HOW?

We will inspire a lifelong passion for natural

materials in our customers' daily lives by using

design-led thinking, science and innovation to

explore possibilities, create new categories and

enrich customers’ lives.

OUR WHAT?

We make beautifully designed, high performing

interior products for customers to love, with

our choice of natural materials being both safe

and sustainable.

OUR

VISION

5 — ANNUAL REPORT 2020 4

OUR SYMBOL
The new design toolbox includes an aspirational

wool symbol designed to elevate perceptions of

the brand into a new kind of ‘eco-premium’

positioning. A likeable and engaging graphical

device; this symbol is a brand certifier and

signifier of quality that builds on our origins and

natural material stories.

OUR WORDMARK

Our transformation story is signalled with a

more contemporary brand identity that reflects

our constant desire to change and improve.

Our modern, handwritten wordmark is

instinctually positive, human and universally

appealing. Its scripted style is relaxed and

organic; as if born from wool itself.

OUR NEW BRAND IDENTITY

6

We will position Bremworth as the preferred choice for all homes
through marketing and promotion that uses our new, inspirational

and differentiated visual language to build awareness and

connect with customers.

GROW OUR SHARE

OF THE MARKET

We will seek out adjacent opportunities to grow our business

and its value. We will collaborate with like minded individuals and

organisations and use science, design and innovation to create

new product categories and differentiated positionings.

INNOVATION AND

FUTURE THINKING

We will embrace design to lead a movement that elevates the role

of wool carpets and rugs within interior spaces and promotes the true

worth, performance and sustainability benefits of natural materials

so consumers can make better informed decisions.

GROW THE WOOL

FLOORING MARKET

We will nurture existing relationships, grow our channels to

market and expand our influencer and distribution networks.

We will introduce new ranges to make our products more

accessible for more customers.

EXPAND OUR

PRESENCE

OUR GROWTH STRATEGY

9 — ANNUAL REPORT 2020 8

POST-PERIOD END
ORGANISATIONAL

STRUCTURE

Positive impact from the

move in April 2019 to a

more customer focused

organisational structure

in Australia

Alert Level 4 lockdown

and consequent restrictions

on the business adversely

impacted FY20 financial

performance, but with

stronger than anticipated

sales performance

post lockdown

COVID-19

OPERATING ENVIRONMENT

NLAT

REVENUE

EBITDA

NET DEBT

NLAT (NORMALISED)

1

EBITDA (NORMALISED)

1

$

(

21.5

)

m

$118m

$

(

8.9

)

m

$14.5m

$

(

3.5

)

m

$2.3m

1. 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 114 and 115.

Softening trading conditions encountered in 1H20

which were further exacerbated by COVID-19 in 2H20.

As at end of June, down from $17.8 million a year ago

Excluding non-trading adjustments

Down 13% on prior year, due to softer trading conditions

reported in 1H20 and impact of COVID-19 lockdown and

restrictions, particularly in New Zealand, in April

Excluding non-trading adjustments of $(11.2) million pre-tax,

primarily related to the strategic change and Company re-set

FY20

YEAR IN REVIEW

11 — ANNUAL REPORT 2020 10

NEW TRANSFORMATIONAL STRATEGY

EXIT FROM SYNTHETIC

NEW PRODUCTS LAUNCHED

FY21 Q1

Completion of Cavalier’s strategic review and

unveiling of the new transformational strategy to

become a sustainable, interior solutions business.

Well-advanced, with both the New Zealand

and Australian sales teams able to start

focusing on growing woollen carpet sales.

Three new limited-edition colours into Galet the

gorgeous chunky loop pile within the Bremworth

Collection and the entirely new texture-rich range

Ripples into our Aspire Collection.

Carpet sales volumes stronger than anticipated,

with the business cautiously optimistic about

prospects for FY21 as it executes the transformation

and reinvests for the future.

Launch of a more contemporary brand identity to

signal our future transformation story while also

acknowledging our heritage.

Through the roll out of the Lifestyle Collection currently

underway, we have expanded our reach across Australasia

to make our products more accessible to the market.

With settlement of the sale and leaseback of the

Auckland property expected no later than the end

of January 2021, proceeds of sale will allow Cavalier

to fully repay bank debt and leave it with the cash

resources to execute its new strategy.

NEW BRAND IDENTITY

EXPANDED OUR REACH

SALE AND LEASEBACK OF AUCKLAND PROPERTY

EXECUTIVE OFFICER'S
REPORT

2020 will be remembered for how people, communities

and businesses responded to the challenges of COVID-19.

The announcement of our new strategy in July 2020 was the

result of 18 months of challenging, refining and testing our

new strategic direction. This was followed by the launch of

Bremworth our new contemporary brand identity in

November 2020.

Over the next 10 years, our vision is to become a global

leader in designing and creating desirable, safe, sustainable

and high performing natural interior solutions.

OUR GROWTH STRATEGY

Within our existing product categories, we will grow the wool

flooring market, build demand for our woollen carpets and

rugs, and strengthen our presence in retail channels through

expanded distribution to make our products accessible

to consumers.

But the real growth opportunity is to become market

shapers in home interior solutions, placing end users and

influencers at our core and wrapping our value chain around

their human needs. From this approach, we aim to see the

future first and identify new opportunities, disrupt markets,

and create entirely new product categories.

It is this last pathway which firmly sets us on a different

journey from the past, while still building on our heritage,

expertise and the quality craftsmanship that have made us

one of New Zealand’s most trusted brands.

OUR RESPONSE TO COVID-19

As we started 2020, little did we know that a global pandemic

was quickly going to spread around the world and materially

impact our business and our people. The health and welfare of

our staff quickly became our primary focus, and we formulated

a comprehensive plan to protect our staff while continuing to

operate our business.

During the New Zealand lockdown from late March to late

April 2020, all our sites were closed under level 4, re-opening

Top

George Adams

Chairman

Bottom

Paul Alston

Chief Executive Officer

OVER THE NEXT 10 YEARS, OUR

VISION IS TO BECOME A GLOBAL

LEADER IN DESIGNING AND

CREATING DESIRABLE, SAFE,

SUSTAINABLE AND HIGH

PERFORMING NATURAL INTERIOR

SOLUTIONS.

CHAIRMAN & CHIEF

13 — ANNUAL REPORT 2020 12

under Level 3 using ‘bubble shifts’ where shift teams were
completely separated from each other. This ensured that if

one member in a team became ill, the second ‘bubble’ was

protected and could keep working safely.

In addition to this, the Company also created an app to

support the physical and mental wellbeing of our people.

Pleasingly, our staff adapted well to the changing environment

and engaged readily in optimising our new mode of operating.

While B2B and E-Commerce remained open, retail sales

in New Zealand effectively ceased during this time.

Cost measures and other actions were taken to protect the

business, but all salaried and waged staff continued to be

paid throughout the lockdown period with support from the

Government’s wage subsidy.

Trading activity has been stronger than expected since

emerging from the first lockdown, however, the Board remains

cautious about the ongoing impact of COVID-19 with various

additional restrictions in Auckland and in Victoria, Australia.

On behalf of the Board and management team, we would

like to acknowledge and thank all our people for their support

and efforts, both during the lockdown and as we scaled up

activity to meet pent up demand post lockdown. Many of our

employees have been with the Company for decades and are

truly part of the Bremworth family.

FY20 FINANCIAL PERFORMANCE

Our FY20 financial results were reflective of the softening

trading conditions noted in the first half of the year, which

were further exacerbated by the COVID-19 pandemic in 2H20;

as well as the re-setting of the Company as we commenced

our transformation.

Revenue of $118.0m was down 13% on prior year, with sales

reduced significantly in April and May (compared to the same

months in the prior year) as a result of the COVID-19 lockdown.

The revenue impact was mainly felt in New Zealand where

annual sales volumes were down 17% on the prior year, with

Australia finishing the year down just 5%.

Since emerging from the lockdown, sales volumes have

been stronger than initially anticipated. Partly, this has been

led by pent up demand and consumers spending money on

their homes in lieu of other discretionary spends, as well as

sales of synthetic carpets with retailers stocking up ahead of

the Company’s transition away from these fibres.

Normalised earnings before interest, tax, depreciation and

amortisation (EBITDA) was $2.3m, excluding non-trading

adjustments of $(11.2)m pre-tax which were primarily related to

the Company’s strategic transformation and re-set. These are

non-cash adjustments and have no effect on the underlying

operations or trading of the business.

While some operating expenses were able to be reduced

during the lockdown period, the Company has a number of

fixed costs which were still incurred during this time. The

business was able to continue paying all salaried and waged

staff throughout the lockdown period, supported by the

Government’s wage subsidy of which 46% of the $2.8m

claimed was recognised in the FY20 results. The remaining

$1.5m will be recognised in FY21.

Operating cash flows were strong at $6.8m, mainly due to

the release of cash as the Company commenced its transition

away from synthetics and ceased buying synthetic yarn

inventor y.

We reported a statutory net loss after tax (NLAT) of

$(21.5)m with profitability impacted by the COVID-19

lockdown, particularly in April and May. Excluding the non-

cash, non-trading adjustments and derecognition of deferred

tax assets, the normalised NLAT was $(3.5)m.

As part of the transformation, there is a challenge with

impairment assumptions especially with a market

capitalisation considerably less than the net asset value of the

Company. Directors agreed to take the conservative position

of writing-down assets (including deferred tax assets) as the

transformation changes the risk profile of the Company and

returning to acceptable profitability is a few years away.

Net debt reduced to $14.5m as at 30 June 2020 and further

reduced to $1.4m as at end-October 2020 due to stronger than

expected trading in the new financial year and the accelerated

sell down of remaining synthetic stocks.

OUTLOOK

While we have sufficient bank facility headroom in the near

term to continue the execution of our strategy, the settlement

of the sale and leaseback of the Auckland property no later

than the end of January 2021 will provide us with additional

support and funding to execute the new strategy.

The outlook for the economy remains uncertain but all

indications are that there will be a downturn in the near term

as a result of COVID-19. We believe the work we are doing to

reposition the Company will allow us to navigate this

environment and build on the consumer trends we are seeing

in the marketplace to deliver value for our shareholders.

Stronger than anticipated trading has continued into the

first quarter of FY21, with New Zealand sales revenues up

approximately 11% and Australia down just 3% on the previous

year. Increases in woollen carpet sales have been encouraging,

especially in Australia.

As previously advised, total sales revenue for FY21 is

expected to reduce as we exit our synthetic carpet business,

and as a consequence of COVID-19. Investment costs will be

incurred as the Company’s manufacturing and sales base is

re-set to reflect the new sales focus; and marketing spend and

people costs will increase significantly to support the new

strategic direction and enhance Bremworth’s market presence.

From FY23 onwards, we expect growing revenues as new

sales replace and eclipse the previous synthetic carpet sales

and as the economy recovers from COVID-19; with the full

benefits of the transformation expected from FY25 onwards.

Our directors, our management team and our people are

passionate about the Company and what it stands for and

excited about the new strategic direction it has taken.

We are at a defining moment in our history and, while our

transformation will take time and investment, we believe the

time is right to be doing just that and to secure the future of

our Company.

We thank shareholders for your continued support.

George Adams

Chairman

Paul Alston

Chief Executive Officer

14

We are a diverse team of passionate individuals
who believe that if we embrace nature, we can

truly make a difference in the world, without

compromising on the design and performance

attributes our customers care about.

Our new design-led approach will help us to

understand our customer’s needs intimately, and

inform the end-design of our products, including

our systems, our procedures and the overall

customer experience we deliver.

To support this transformation, we are

investing in leadership capability, diversity and

the safety and support of our people.

An important step is the establishment of a

new sustainability division to ensure we have the

right skills to inform our sustainability program.

We are engaging with external experts to assist

with any new specialised activity.

We have also invested in new capability with

a fresh approach to Health & Safety designed to

further promote staff engagement.

An open dialogue approach has resulted in

a stronger, more united voice that encourages

greater ownership of our Health and Safety

programme and is improving the way we manage

our most critical tasks.

OUR PEOPLE

Courage.

Bravery is about taking the lead and not

accepting the status quo. It’s about constantly

searching for better solutions, new ideas and

creative possibilities. We accept that we won’t

always get it right, but a courageous mindset

allows us to adapt faster and find the momentum

we need to push hard into the future.

Customer Focus.

The extra mile comes as standard and there

are no shortcuts in our new ways of working.

We aim to see the future first, and through our

purpose-driven and design-led processes we’ll

seek to create value for our customers to

enhance their lives.

Uncompromising Quality.

We are dedicated to the pursuit of

uncompromising quality in everything we

produce, working to a universally accepted

set of standards, that we measure ourselves by.

The true worth of our relationships and the

products we put into the world will be measured

in the endless pleasure they bring.

Authentic.

Honesty and authenticity underpin everything

we say, all that we do and how we will do it.

We are not perfect, but we’re working to become

better. We will share our story and journey in

interesting ways that inspire others to walk the

talk together with us.

COURAGE

CUSTOMER

FOCUS

UNCOMPROMISING

QUALITY

AUTHENTIC

OUR UNIFYING

VALUES

17 — ANNUAL REPORT 2020 16

OUR
SUSTAINABLE

FUTURE

In line with our belief that stopping plastic

production at its source is best practice, we

are exiting the manufacture of plastic carpet

for good. This is the first step we’re taking, as

we transition towards becoming a more

sustainable company and progressive brand.

We have a long-term view of the challenges

ahead, where solutions are not always obvious

so investment in scientific research is required,

particularly in the innovation space.

Our next step is to define our baseline

range to inform distinct work streams and

our future milestones.

Right now, we are actively removing

single-use plastics from the business.

A recent initiative at our Napier Plant

resulted in a large reduction in shrink wrap use

at this plant and less to be disposed of in our

Auckland plant is one such example. We have

further waste reduction and recycling projects

in the pipeline, to push our change agenda

even further.

WE ARE CHANGING THE WAY WE DO BUSINESS. NOT JUST

BECAUSE OUR CUSTOMERS ARE BECOMING INCREASINGLY AWARE

OF THE IMPACT THEIR DECISIONS HAVE ON THE ENVIRONMENT,

BUT BECAUSE IT'S THE RIGHT THING TO DO.

18

OUR ALIGNMENT WITH NATURE
ALIGNING OUR BUSINESS WITH OUR CORE

VALUES AND BELIEFS SHOWS THE WORLD

WHERE WE COME FROM WITH OUR

NATURAL, SUSTAINABLE AND PURE

NEW ZEALAND WOOL.

What we now know about microplastics, gives us the chance to

lead by example, by exiting synthetic carpet production in favour

of high-performing, natural fibres.

We’ve reduced our contribution to the worldwide plastic

problem by 2.5 million kgs per annum.

That’s equal to six Olympic pools full of synthetic fibre stopped

at source every year.

On average, our 100% wool carpets are made with 87%

natural materials.

1


Whilst this is a great starting point, we want to do better than

that so we are seeking new ways to reduce, recycle and eventually

remove plastic from our products, our business and our daily lives

where possible.

AVERAGE % OF NATURAL MATERIALS IN BREMWORTH 100% WOOL CARPET

2.5 m

Reduction (kg) in synthetic

fibre consumption per annum

87%

1

Average % of natural materials

in 100% wool carpets.

13% Man-made materials

1. This is an approximate for a

middle of the range 100%

Bremworth wool carpet and

varies depending on the

specification of the product

87% Natural materials

100%

WOOL CARPET

EVERY PRODUCT WE MAKE, IS CRAFTED WITH THE SAME CARE, BELIEF

AND ATTENTION TO DETAIL THAT HAS MADE US THE TRUSTED, RESPECTED

AND ICONIC BRAND WE ARE TODAY.

THAT ALL OF OUR PRODUCTS OFFER MORE THAN JUST FUNCTIONAL BENEFITS

WHILE SERVING A GREATER PURPOSE.

THAT THE CREATION OF EACH PRODUCT SHOULD ONLY INVOLVE BEAUTIFUL,

HONEST MATERIALS, CAREFUL CRAFTSMANSHIP AND UNIQUE DESIGN.

THAT THE PRODUCT SHOULD BE SAFE, SUSTAINABLE, DESIRABLE, A JOY TO

LIVE WITH AND HOLD ITS BEAUTY YEAR AFTER YEAR.

TO ELEVATE THE BUYING EXPERIENCE BEYOND EXPECTATION.

BUT ABOVE ALL, MAKE A GENUINE, WHOLEHEARTED DIFFERENCE TO THE

DAILY LIVES OF EVERY ONE OF OUR CUSTOMERS.

OUR NATURAL ETHOS

21 — ANNUAL REPORT 2020 20

NEW PRODUCT
RIPPLES


GALET

Galet is a gorgeous chunky loop pile made from

100% felted New Zealand wool. The random

loop pile combined with the unique yarn

structure creates textural interest on the floor

and unbelievable softness underfoot.

RIPPLES


Ripples brings a natural approach indoors to

inspire a pursuit of happiness with its warm

array of colours. The texture-rich patterns and

use of felted wool provides soft and luxurious

carpet for your home.

NEW COLOURS

GALET

Galet Sage

Galet Indigo

Galet Sienna

23 — ANNUAL REPORT 2020 22

OUR CUSTOMERS
& CONSUMERS

OUR SUPPLIERS

We will intricately get to know our customers, their challenges and what

they care about.

We will wrap our value chain around the needs and values of our customers

and end users, to deliver and delight at every touch point of the customer

experience.

We aim to see the future first to deliver inspiring and innovative product

solutions for our customers.

We believe an interior product must be 4 things and we aim to partner with

suppliers who share these same values and beliefs:

SAFE

SUSTAINABLE

DESIRABLE

HIGH PERFORMING


We are exploring how we can continually improve and decrease our

environmental impact. This will be achieved by focusing on our supply chain,

and investing in targeted research.

We aim to source from local suppliers where possible.

25 — ANNUAL REPORT 2020 24

J M (JOHN) RAE
B.Com., LLB, CMInstD

D V (DIANNE) WILLIAMS

B.Com., MBA, CMInstD

John Rae is an independent Director and

joined the Cavalier Board in July 2015.

He was appointed Chair of the Board’s

Audit Committee in July 2020 and is a

member of the Board’s Remuneration

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 Chair of Thos Corson

Holdings Limited and Chair of the

Advisory Board of Abodo Limited.

He is also a director of Corson Grain

Limited, the Eastland Group of

companies, Ngapuhi Asset Holding

Company Limited, Smart Environmental

Limited and WET Gisborne Limited, a

Panel Member of the Provincial Growth

Fund and a member of the Advisory

Board of Te Tumu Paeroa.

Dianne Williams is an independent

Director and joined the Cavalier Board

in July 2015.

She was appointed Chair of the

Board’s Remuneration Committee in July

2020 and is a member of the Board’s

Audit 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.

A W (ALAN) CLARKE

B.Sc.(Hons), MBA, CFInstD

T H G (GEORGE) ADAMS

DipFSA(Hons), FCA, CFInstD

G C W (GRANT) BIEL

B.E. (Mech.)

Grant Biel is a non-independent Director

by virtue of his interests in Rural Aviation

(1963) Limited, a substantial product

holder in Cavalier.

He has been on the Cavalier Board

since July 1984, held the position of

executive Director in Cavalier from July

1984 to September 1995 and is a member

of the Board’s Audit, Remuneration and

Nomination Committees.

Grant is the surviving co-founder of

the Cavalier Carpets business which he

founded with Tony Timpson in 1972.

His other directorships include

Auckland Air Charter Limited, Heli

Harvest Limited, Rural Aviation (1963)

Limited and Westburn Investments

Limited.

Alan Clarke is an independent Director

and was appointed to the Cavalier Board

on 1 November 2017.

He is a member of the Board’s Audit,

Remuneration and Nomination

Committees.

Alan served as Chair of the Board

and Chair of the Board’s Nomination

Committee from April 2018 until his

resignation from these roles in July

2020, having successfully taken the

Group through the development of its

transformation strategy to becoming a

sustainable interior solutions business.

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

28 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.

George Adams is an independent

Director and was appointed to the

Cavalier Board on 1 June 2018.

He was appointed Chair of the Board

in July 2020, having served as Deputy

Chair of the Board since April 2019.

George was also appointed Chair of

the Board’s Nomination Committee in

July 2020 and is a member of the Board’s

Audit and Remuneration 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 Chair of Apollo Foods

Limited, Insightful Mobility Limited,

Mix Limited, Netlogix Group Holdings

Limited, Competenz, The Business

Leaders Health and Safety Forum and

the Work Related Health Advisory Board,

as well as a director of Arborgen

Holdings Limited and Tegel Group

Holdings Limited.

BOARD OF DIRECTORS

27 — ANNUAL REPORT 2020 2627 — ANNUAL REPORT 2020

FOUR YEAR PERFORMANCE GRAPHS
70

60

50

40

30

20

10

0

FY17

59

41

32

43

FY18FY19FY20

39

37

32

38

45

40

35

30

25

20

15

10

5

0

FY17FY18FY19FY20

0

5

10

15

20

25

30

19

24

24

20

FY17FY18FY19FY20

180

160

140

120

100

80

60

40

20

0

FY17FY18FY19FY20

146

154

170

124

-1

4

3

2

1

0

-1

-2

-3

-4

-5

-6

-5

FY17FY18FY19FY20

3

2

2.18

2.11

2.87

1.42

3.50

3.00

2.50

2.00

1.50

1.00

0.50

0.00

FY17FY18FY19FY20

GEARING (%)

GROSS PROFIT (%)

RETURN (NORMALISED NPAT) ON ASSETS %

DAYS SALES IN RECEIVABLES

INVENTORY TURNOVER IN DAYS

CURRENT RATIO

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 114 and 115.

TREND STATEMENT

2020

$000

2019

$000

2018

$000

2017

$000

2016

$000

2015

$000

2014

$000

Trend Statement (Unaudited)

Operating revenue$117,981$135,234$148,120$156,120$190,371$215,728$200,642

EBITDA (normalised) 2,300 7,0 76 9,998 2,572 12,275 8,517 14,609

EBIT (normalised) (2,162) 3,597 6,437 (679) 8,923 2,655 8,760

(Loss)/Profit before income tax (normalised) (4,697) 2,451 5,058 (2,818) 8,219 741 7,320

(Loss)/Profit after tax (normalised) (3,457) 1,879 3,974 (1,856) 6,313 1,195 5,790

Abnormal costs (after tax) (17,994) (18,659) 107 (268) (3,198) (26,910) –

(Loss)/Profit after tax attributable to

shareholders of the Company (GAAP)

(21,451) (16,780) 4,081 (2,124) 3,115 (25,715) 5,790

Ordinary dividends paid – – – – – – (4,785)

Financial Position

Shareholers’ equity 33,637 54,989 72,222 6 7, 8 9 0 69,361 66,184 92,959

Loans and borrowings 15,800 20,500 31,500 41,500 3 7,7 0 0 56,767 61,220

Fixed assets 22,725 30,164 35,142 3 7,1 2 3 36,820 4 7, 9 1 0 63,900

Right-of-use assets 430 – – – – – –

Goodwill and other intangibles – – 2,362 2,362 2,362 2,362 7,7 9 4

Cash at bank 1,276 2,724 2,111 1,255 1,200 2,834 2,375

Return on average shareholders’ equity

(normalised)

( 7. 8)%3.0%5.7%(2.7)%9.3%1.5%6.2%

Basic earnings per ordinary share (normalised)(5.0)c2.7c5.8c(2.7)c9.2c1.7c8.5c

Net tangible asset backing per ordinary share$0.47$0.72$0.94$0.87$0.92$0.91$1.19

29 — ANNUAL REPORT 2020 28

2
FINANCIAL

STATEMENTS

31 — ANNUAL REPORT 2020 30

33 — ANNUAL REPORT 2020
Contents

33 Directors’ Responsibility Statement

34 Independent Auditor’s Report

39 Income Statement

40 Statement of Comprehensive Income

41 Statement of Changes in Equity

43 Statement of Financial Position

44 Statement of Cash Flows

Notes to the Financial Statements

46 1. Company information

2. General information relating to preparation of financial statements

46 2a. Statement of compliance

46 2b. Basis of preparation

46 2c. Critical accounting estimates and judgements and significant accounting policies

48 2d. Going concern

50 2e. Basis of consolidation

50 2f. New and amended accounting standards adopted and changes in accounting policies

51 3. Leases and right-of-use assets

4. Financial performance

56 4a. Segment performance

58 4b. Earnings per share

58 4c. Revenue

58 4d. Other income and gains/losses

59 4e. Administration expenses

59 4f. Personnel expenses

59 4g. Government grants

60 4h. Net finance costs

60 4i. Income tax

5. Capital and funding

64 5a. Capital management

65 5b. Share capital, dividends and reserves

66 5c. Loans and borrowings

6. Assets employed

67 6a. Property, plant and equipment

70 6b. Capital commitments

7. Working capital

71 7a. Cash and cash equivalents

71 7b. Trade receivables, other receivables and prepayments

71 7c. Inventories

72 7d. Trade payables and accruals

73 8. Risks and financial instruments

9. Others

84 9a. Equity-accounted investees

85 9b. Provisions

86 9c. Employee benefits

87 9d. Contingencies

87 9e. Related parties

88 9f. Group entities

89 9g. Events after balance date

89 9h. Standards, interpretations and amendments to standards

FINANCIAL STATEMENTS

DIRECTORS' RESPONSIBILITY STATEMENT

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 39 to 89, the Group financial

statements for the year ended 30 June 2020.

These audited financial statements were authorised for issue

by the Directors on 20 November 2020 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


T H G Adams

Chairman of the Board of Directors

J M Rae

Chairman of the Audit Committee

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2020

32

35 — ANNUAL REPORT 2020 34
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 39 to 89:

i. present fairly in all material respects the Group’s financial position as at 30 June 2020 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 2020;

—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 International Code of Ethics for

Assurance Practitioners (Including International Independence Standards) (New Zealand) issued by the New Zealand Auditing

and Assurance Standards Board and the International Ethics Standards Board for Accountants’ International Code of Ethics for

Professional Accountants (including International Independence Standards) (‘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, Research and Development incentive tax

and income tax return review. 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 2d of the consolidated financial statements, which indicates there is

a material uncertainty concerning the Group's ability to generate sufficient cash flows to ensure the Group will have sufficient

liquidity to continue as a going concern.

THE AUDIT MATTER HOW THE MATTER WAS ADDRESSED IN OUR AUDIT

Going concern and liquidity


Refer to Note 2d to the Financial Statements.


Management has forecast the Group’s financial performance,

cash flows and financial position to support the Directors’

assessment and conclusion that the Group will have sufficient

liquidity to operate as a going concern for a period of at least

one year from the issuance of these consolidated financial

statements. In performing this assessment, assumptions were

made in respect of the Group’s strategic restructure, future

economic and market conditions, such as forecast sales

volumes, expected sales price fluctuations, production

efficiencies, forecast AUD exchange rate movements, and

forecast wool prices, with consideration of the Group’s

hedged positions.



We evaluated management’s forecasts and the Group’s ability

to maintain liquidity for a period of at least 12 months from the

issuance of these financial statements by performing the

following procedures:

—Reviewed terms of the Group’s revised facility

agreement dated 30 June 2020 and considered the

Group’s debt repayment obligations.

—Evaluated the Group’s previous forecasts by comparing

actual performance against forecasts in prior periods.

THE AUDIT MATTER HOW THE MATTER WAS ADDRESSED IN OUR AUDIT

Going concern and liquidity (cont'd)



The Group’s strategic decision to restructure its business to an

all wool and natural materials organisation (the “Pivot”) has

substantially increased the level of estimation uncertainty for

the above mentioned assumptions, most notably the

projected sales volumes. As a result of the restructuring,

additional estimates and assumptions have been made around

the conversion and sell down of synthetic inventory, operating

and capital expenditure necessary to transition the business,

levels of working capital required to support the growth of the

wool only business, and the need for additional funding.

Additionally, there is significant estimation uncertainty related

to forecasting cash flows due to the potential future impact of

COVID-19, which may impact future production levels and

ability to sell product through retailers.

On 21 August 2020 the Group entered into an agreement for

the sale and leaseback of its Auckland property for net

proceeds of approximately $24 million. On 6 November 2020

the purchaser failed to settle on the agreement. On 9

November the Group served a settlement notice providing 12

working days to remedy the default. On 13 November 2020

the Group terminated its agreement with the purchaser for

default of payment of the deposit and entered into a new

agreement for the sale and leaseback of the Auckland

property subject to shareholder approval or receiving a waiver

from NZX from the need to obtain such shareholder approval.

At the date of issuing our opinion, shareholder approval and

settlement of the transaction had not been completed.

The Group’s bank facility expires on 1 July 2021 with the

facility limit reducing to $10.0 million on 31 December 2020,

and $8.0 million on 30 April 2021. At the date of issuing our

opinion the bank facility agreement has not been extended

and no other debt or equity funding arrangements have been

put in place.

Following the sell down of the Group’s synthetic inventory,

the Group is expected to generate negative operating cash

flows for a period until the strategic initiatives supporting the

Pivot take effect, and sales volumes of woollen carpets

increase significantly. The Group is projected to have sold its

synthetic inventory by the end of March 2021.

The Group may not be able to continue as a going concern for

a period of at least 12 months from the issuance of these

consolidated financial statements unless it completes the sale

and leaseback of its property, or is able to raise significant

equity and/or debt funding, or a combination of these.


—Reviewed the Group’s forecast financial performance,

cash flows and financial position under various

scenarios, challenged key assumptions against historical

production and market data, reviewed hedging

agreements and wool contracts, and considered

internal and external factors impacting the business,

including the impact of COVID-19.

—Reviewed reports and board approved documents

supporting the restructuring of the business to an all

wool and natural materials organisation.

—Reviewed key inputs and assessed their consistency

with Director-approved forecasts.

—Obtained sale and leaseback agreements relating to the

Auckland property, understood sale conditions, future

lease obligations and settlement terms, sighted receipt

of deposit for the new sale and leaseback agreement.

—Performed a sensitivity analysis of the Group’s forecasts

under various scenarios.

—Assessed the adequacy of related disclosures in the

financial statements against the requirements of the

accounting standards.

As stated in this audit matter, the events or conditions, along

with other matters as set forth in Note 2(d), 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.

FINANCIAL STATEMENTS

INDEPENDENT AUDITOR'S REPORT

FINANCIAL STATEMENTS

INDEPENDENT AUDITOR'S REPORT

(

CONT'D

)

© 2020 KPMG, a New Zealand Partnership and a member firm of the KPMG global organization of independent member firms affiliated with

KPMG International Limited, a private English company limited by guarantee. All rights reserved.

37 — ANNUAL REPORT 2020 36
EMPHASIS OF MATTER - RESTRUCTURE OF BUSINESS

We draw attention to Note 2c(i) which describes the effect of the Board approved strategic decision to restructure its

business to an all wool and natural materials organisation. This has substantially increased the level of judgement and

estimation uncertainty in determining the carrying values of certain assets and liabilities recognised in the consolidated

financial statements of the Group. Our opinion is not qualified 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.

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. 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 MATTER HOW THE MATTER WAS ADDRESSED IN OUR AUDIT

Impairment of non-current assets (Carpets CGU)

Refer to Note 6a to the Financial Statements.


As at 30 June 2020, prior to any adjustment for impairment,

non-current assets relating to the Carpets CGU consisted

of property, plant and equipment with a carrying value of

$28,238,000, and right of use assets with a carrying value

of $2,909,000.

The Group’s market capitalisation of $15,109,000 was

significantly below the carrying value of its net assets of

$53,718,000 (pre-impairment) as at 30 June 2020. This

disparity was an indicator of impairment of non-current assets

in the Carpets CGU. Management performs an impairment

assessment of property, plant and equipment where there

are indicators of impairment. Based on this assessment,

management determined that the property, plant and

equipment and right of use assets allocated to the Carpets

CGU were impaired by $7,077,000 and $2,909,000,

respectively. Property with a carrying value of $21,161,000 is

supported by its fair value which exceeds its carrying value.

As disclosed in Note 6a, in assessing whether property, plant

and equipment is impaired, the Group uses a Discounted Cash

Flow (‘DCF’) value-in-use model. In performing this

assessment, assumptions are made in respect of future

economic and market conditions, such as forecast sales

volumes, expected sales price fluctuations, budgeted

production efficiencies, forecast 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.



Our testing of impairment of non-current assets included the

following procedures:

—Evaluated management’s identification of CGU’s.

—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.

—Reviewed reports and board approved documents

supporting the restructuring of the business to an all

wool and natural materials organisation and considered

their consistency with the assumptions adopted in the

DCF model.

—We cross referenced the outcome of the DCF

impairment model against the Group’s market

capitalisation with consideration of control premium.

—Reviewed real estate agency reports and offers for the

Group’s property, and sale and purchase agreements

for the Auckland property.

—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.

THE KEY AUDIT MATTER HOW THE MATTER WAS ADDRESSED IN OUR AUDIT

Impairment of non-current assets (Carpets CGU) (cont'd)


The Group’s strategic decision to restructure its business

to an all wool and natural materials organisation requires a

substantial increase in sales volumes of woollen carpets over

the forecast period which represents significant estimation

uncertainty in assessing the recoverability of property, plant

and equipment.

We focused on the impairment of property, plant and

equipment due to the magnitude of the balance, judgement and

estimation uncertainty related to assessing its recoverability.


The results of our procedures supported the impairment

of non-current assets allocated to the Carpets CGU as

concluded by the directors.

FINANCIAL STATEMENTS

INDEPENDENT AUDITOR'S REPORT

(

CONT'D

)

THE KEY AUDIT MATTER HOW THE MATTER WAS ADDRESSED IN OUR AUDIT


Valuation of inventory

Refer to Note 7c 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.

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.

The Group’s strategic decision to transform its business to an

all wool and natural materials organisation has resulted in the

exit from synthetic carpets which are expected to be fully sold

down in FY 2021. There is significant estimation uncertainty

related to assessing the realisable value of synthetic inventory.

We focused on the valuation of inventory due to the

magnitude of the balance, judgement and estimation

uncertainty related to assessing its net realisable value.



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.

—We challenged management’s calculation of provisions

recognised against synthetic inventory at the balance

date. We assessed inventory turnover levels of

synthetic carpets, and considered the quantities held

of synthetic yarn and finished goods inventory in

determining the level of provisioning required to fully

sell down the synthetic inventory in FY2021.

—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 did not identify material matters that were inconsistent with

the Directors’ conclusion that inventory is appropriately valued.

FINANCIAL STATEMENTS

INDEPENDENT AUDITOR'S REPORT

(

CONT'D

)

39 — ANNUAL REPORT 2020 38
OTHER INFORMATION

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

Other information includes Chairman and Chief Executive’s report, disclosures relating to corporate governance and other

Group specific information. 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 nothing

to report in this regard.

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.

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: 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

20 November 2020

FINANCIAL STATEMENTS

INDEPENDENT AUDITOR'S REPORT

(

CONT'D

)



Audited



Note


2020

$000


2019

$000

Revenue4c 11 7, 9 8 1 135,234

Cost of sales (94,443) (102,378)

Gross profit 23,538 32,856

Other income and gains/losses

4d 35 41

Distribution expenses (19,039) (22,486)

Administration expenses

4e (6,696) (6,814)

Restructuring costs (1,186) –

Impairment of plant and equipment

6a (7,077) (6,129)

Impairment of right-of-use assets

3, 6a (2,909) –

Impairment of goodwill – (2,362)

Results from operating activities (13,334) (4,894)

Net finance costs

4h (2,535) (1,790)

Share of profit after tax of equity-accounted investees

9a – 644

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

investees

9a




(11,884)

Loss before income tax (15,869) (17,924)

Income tax benefit

4i 7, 3 0 9 1,144

Derecognition of deferred tax assets

4i (12,891) –

Loss after tax for the year ($21,451)($16,780)

Basic and diluted loss per share (cents)4b(31.2)(24.4)

This statement is to be read in conjunction with the notes on pages 46 to 89.

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 30 JUNE 2020

41 — ANNUAL REPORT 2020 40


Audited



Note


2020

$000


2019

$000

Loss after tax for the year (21,451) (16,780)

Other comprehensive income that may be reclassified subsequently to

profit or loss

Effective portion of changes in fair value of cash flow hedges (178) 229

Net change in fair value of cash flow hedges transferred to profit or loss 315 (536)

Income tax on changes in fair value of cash flow hedges

4i (38) 86

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

equity-accounted investee

9a




72

99 (149)

Total comprehensive income for the year ($21,352)($16,929)

This statement is to be read in conjunction with the notes on pages 46 to 89.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2020



Audited


Share Capital

$000

Cash Flow

Hedging Reserve

$000

Foreign Currency

Translation Reserve

$000

Retained Earnings

$000

Total Equity

$000

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

Total comprehensive income for the year

Loss after tax – – – (21,451) (21,451)

Other comprehensive income that may be

reclassified subsequently to profit or loss

Changes in fair value of cash flow hedges

(net of income tax)




99






99

Total comprehensive income for the year – 99 – (21,451) (21,352)

Total equity at 30 June 2020 $21,846 ($120)($1,420)$13,331 $33,637

This statement is to be read in conjunction with the notes on pages 46 to 89.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2020

43 — ANNUAL REPORT 2020 42


Note


Share Capital

$000

Cash Flow Hedging

Reserve

$000

Foreign Currency

Translation Reserve

$000


Retained Earnings

$000


Total Equity

$000


Audited

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

Impact of adopting NZ IFRS 15 Revenue – – – (304) (304)

Total equity at 1 July 2018 after adjusting for

impact of change in accounting policy


21,846


(70)


(1,420)


51,562


71,918

Total comprehensive income for the year

Loss after tax – – – (16,780) (16,780)

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 investee

9a




72






72

– (149) – – (149)

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

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 46 to 89.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020



Audited



Note


2020

$000


2019

$000

ASSETS

Property, plant and equipment - owned

6a 22,725 30,164

Property, plant and equipment - right-of-use

3 430 –

Deferred tax asset

4i 600 5,456

Total non-current assets 23,755 35,620

Cash and cash equivalents

7a 1,276 2,724

Trade receivables, other receivables and prepayments

7b 12,607 12,344

Inventories

7c 32,081 4 7,6 7 8

Derivative financial instruments

8 160 653

Income tax receivable 102 315

Total current assets 46,226 63,714

Total assets $69,981 $99,334

EQUITY

Share capital

5b 21,846 21,846

Cash flow hedging reserve

5b (120) (219)

Foreign currency translation reserve

5b (1,420) (1,420)

Retained earnings 13,331 34,782

Total equity 33,637 54,989

LIABILITIES

Loans and borrowings

5c – 20,500

Lease liabilities

3 2,224 –

Employee benefits

9c 888 903

Provisions

9b 584 715

Total non-current liabilities 3,696 22,118

Loans and borrowings

5c 15,800 –

Trade payables and accruals

7d 10,617 1 7,0 1 4

Employee entitlements 3,444 3,856

Lease liabilities

3 1,345 –

Provisions

9b 710 699

Derivative financial instruments

8 732 649

Deferred income – 9

Total current liabilities 32,648 22,227

Total liabilities 36,344 44,345

Total equity and liabilities $69,981 $99,334

This statement is to be read in conjunction with the notes on pages 46 to 89.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2020

45 — ANNUAL REPORT 2020 44


Audited

Note


2020

$000


2019

$000

CASH FLOWS FROM OPERATING ACTIVITIES

Cash receipts from customers 117,836 135,700

Cash paid to suppliers and employees (1 0 7, 9 6 5) (130,611)

9,871 5,089

Dividends received 1 2

Other receipts 4 4

GST (paid)/refunded (10) 14

Interest paid - bank borrowings (2,006) (1,918)

Interest paid - lease liabilities (536) -

Income tax paid (551) (285)

Net cash flow from operating activities 6,773 2,906

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of property, plant and equipment 28 110

Acquisition of property, plant and equipment

6a (2,119) (4,705)

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

equity-accounted investees

9a




10,593

Dividends received from equity-accounted investees

9a – 2,783

Net cash flow from investing activities (2,091) 8,781

CASH FLOWS FROM FINANCING ACTIVITIES

Repayment of bank borrowings

5c (4,700) (11,000)

Principal repayment of lease liabilities

3 (1,490) –

Net cash flow from financing activities (6,190) (11,000)

Net increase in cash and cash equivalents (1,508) 687

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

Effect of exchange rate changes on cash 60 (74)

Cash and cash equivalents at end of the year $1,276 $2,724

This statement is to be read in conjunction with the notes on pages 46 to 89.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 JUNE 2020



Audited


2020

$000


2019

$000

Loss after tax for the year (21,451) (16,780)

Add/(Deduct) non-cash items:

Depreciation - owned assets 2,683 3,479

Depreciation - right-of-use assets 1,779 –

Impairment of plant and equipment 7,0 7 7 6,129

Impairment of right-of-use assets 2,909 –

Impairment of goodwill – 2,362

Share of profit of equity-accounted investees – (644)

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

Deferred tax credit (8,073) (399)

Derecognition of deferred tax assets 12,891 –

Employee benefits (427) (228)

Deferred income (9) (37)

Provisions (174) (1,918)

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

Net (gain)/loss on foreign currency balance (60) 74

Changes in working capital items:

Trade and other receivables (263) 511

Inventories 15,332 1,531

Income tax payable/receivable 213 (1,030)

Trade payables and accruals (6,400) (2,060)

Derivative financial instruments 711 67

Net cash flow from operating activities$6,773 $2,906

This statement is to be read in conjunction with the notes on pages 46 to 89.

CONSOLIDATED STATEMENT OF CASH FLOWS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

47 — ANNUAL REPORT 2020 46
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2020

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”) as at, and for the year ended,

30 June 2020.

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 and rug manufacturing and sales. All Group

subsidiaries are wholly-owned.

2. GENERAL INFORMATION RELATING TO PREPARATION OF FINANCIAL STATEMENTS

2a. 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).

2b. 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 8 (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 their 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.

2c. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS AND SIGNIFICANT ACCOUNTING POLICIES

The preparation of financial statements in conformity with NZ IFRS requires the directors to make judgements, estimates

and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and

expenses. Judgements and estimates are continually evaluated and are based on historical experience and other factors,

including expectations of future events that are believed to be reasonable under the circumstances. Actual results may

differ from these estimates.

Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future

periods affected.

2c (i) Transformation to the all-wool and natural materials business model

On 22 May 2020, the Board of Directors approved a strategic decision to transform the business to an all-wool and natural

materials organisation. The Company has commenced its exit from the non-wool carpet business so that it can focus on its

woollen carpet operations – with the funds released from the sale of non-wool inventory being used to reduce the Group’s

net bank debt position. The Board also advised shareholders and the market that to facilitate the Group’s transformation, it

would require significant additional investment and funding.

On 13 November 2020, the Group entered into an agreement for the sale and leaseback of its Auckland property, with

the net proceeds of sale of approximately $25 million to be used to fully repay bank debt outstanding at settlement date

(expected to be no later than the end of January 2021) and the balance applied towards providing the Group with the

financial resources to undertake its strategic transformation. More information relating to the sale and leaseback of the

Auckland property can be found at note 9g (Events after balance date) to the financial statements.

2. GENERAL INFORMATION RELATING TO PREPARATION OF FINANCIAL STATEMENTS (CONT'D)

2c. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS AND SIGNIFICANT

ACCOUNTING POLICIES (CONT'D)

2c (i) Transformation to the all-wool and natural materials business model (cont'd)

The Group’s transformation represents a material change in direction of the business and the forecasts include a significant

level of estimation uncertainty and execution risk. Five-year modelling of Cavalier’s future financial performance and the

investment needed to bring about the transformation has been undertaken by management and external advisers.

In summary:

—The surplus cash at the end of FY21, arising primarily as a result of the sell down of non-wool inventory, the sale of the

Auckland property and settlement of bank debt during FY21, will also be required in FY22 for the ongoing

transformation;

—Total sales revenue for FY21 and FY22 will reduce as Cavalier exits its non-wool carpet business;

—Investment costs, including the restructuring of the Group’s operations, will be incurred as the business adjusts its

manufacturing and sales base to reflect the new sales focus, with these costs also inclusive of new display stands at

retail to expand its market presence;

—Marketing investment and people costs associated with the sustainability initiative will increase as Cavalier will be

investing in a number of initiatives to enhance its market presence and ensure its strategy is successfully communicated,

understood and implemented – in the process growing the wool flooring market while also growing its share of the

wool market;

—As Cavalier’s strategy progresses and sales of higher margin, higher value woollen carpets replace and eclipse the

previous synthetic carpet sales, Cavalier’s financial performance is forecast to improve, with growing revenues

expected from FY23 and FY24 onwards as the business builds woollen carpet sales;

—The full benefits from the transformation are expected from FY25 onwards.

The Board is currently not considering further sale and leaseback of the Group’s other properties but is continuing to investigate

other additional sources of funding should these be required to enable it to fully execute the transformation strategy.

The Board acknowledges that the Group’s strategic decision to transform the business model, in particular judgements and

estimates around the projected increase in woollen carpet sales, has substantially increased the level of estimation

uncertainty with respect to a number of areas in the financial statements as identified below:

Areas involving substantially increased level of judgement

and estimation uncertainty as a consequence of the

transformation to an all-wool and natural materials model

Notes to the financial statements

Liquidity and going concernNote 2d Going concern

Recoverability of deferred tax assets and tax losses

carried forward

Note 4i Income tax

Impairment of non-current assetsNote 3 Leases and right-of-use assets and

Note 6a Property, plant and equipment

Classification of non-current assets as held for saleNote 6a Property, plant and equipment

Net realisable value of non-wool inventoryNote 7c Inventories

Effectiveness of hedging instrumentsNote 8 Risks and financial instruments


In future reporting periods, the Group’s funding structure, levels of working capital, and leasing arrangements will be

materially different.

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

49 — ANNUAL REPORT 2020 48
2. GENERAL INFORMATION RELATING TO PREPARATION OF FINANCIAL STATEMENTS (CONT'D)

2c. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS AND SIGNIFICANT

ACCOUNTING POLICIES (CONT'D)

2c (ii) COVID-19

On 11 March 2020 the World Health Organisation declared a global pandemic as a result of the outbreak and spread of

COVID-19. Following this, on Wednesday, 25 March 2020, the New Zealand Government raised its Alert Level to 4 (full

lockdown of non-essential services) for a period of four weeks during which the manufacturing facilities of the Group were

shut down and its network of retail customers were unable to trade. In Alert Level 3, the Group recommenced manufacturing

and there has subsequently been a strong recovery in sales to normal levels. However, the impact of COVID-19 on the

economy remains uncertain, particularly with further outbreaks of COVID-19 in New Zealand and Australia. The Group has

considered the impact of COVID-19 in forecasting its projected cash flows when assessing its ongoing liquidity, valuation of

non-current assets and the Group’s ability to comply with the terms of its debt facilities.

2c (iii) Others

Information about estimates and judgements that have a significant effect on the amounts recognised in the financial

statements are also disclosed in the following notes:

Note 7c – inventory provisioning

Note 9b – measurement of provisions

Note 9c – measurement of employee benefits

Significant accounting policies and critical estimates, judgements and assumptions are disclosed in the relevant notes to the

financial statements and identified using the following coloured boxes:

Accounting policies Estimates, judgements and assumptions


2d. 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 2020, the Group continued to encounter challenging trading conditions, including those

arising from the COVID-19 pandemic, which resulted in the Group failing to achieve its forecast sales and profitability targets.

The Group was able to renegotiate its banking facilities and covenant settings during the year to better reflect the changes in

operating conditions, including those brought on by COVID-19.

The Group also negotiated the extension of its funding facilities to 1 July 2021 prior to balance date, with the extended

banking facilities establishing debt reduction targets and covenant settings that reflected the Group’s transformation to the

all-wool and natural materials business model and management’s inventory and debt reduction targets for FY21.

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

monitoring of the Group’s:

—operations and performance;

—ability to comply with its financial covenants over the term of its banking facilities; and

—capacity to meet its debt repayment obligations as well as its other financial commitments as they fall due in the

normal course of business.

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

2. GENERAL INFORMATION RELATING TO PREPARATION OF FINANCIAL STATEMENTS (CONT'D)

2d. GOING CONCERN (CONT'D)

In preparing these forecasts, management considered and, where required, made assumptions in relation to:

—woollen carpet sales after having regard to future economic and market conditions, including the uncertainty brought

on by COVID-19;

—NZD/AUD exchange rate changes, after considering hedged positions;

—wool price movements, after recognising wool purchase contracts;

—progress being made with the exit from the non-wool carpet business and expected realisation of funds from the sell

down of non-wool inventory; and

—manufacturing discipline and cost control.

The Board notes that these financial forecasts are particularly sensitive to changes in woollen carpet sales and margins, with

the Group’s capacity to meet the Bank’s debt reduction targets highly dependent on these factors – particularly, if woollen

carpet sales volumes were to continue to erode in FY21 and into FY22.

As a consequence, the Board believes that there is material uncertainty concerning the Group’s ability to generate sufficient

cash flows to meet its debt repayment obligations and to provide the Group with sufficient liquidity to operate as a going

concern. Should the Group not complete the sale and leaseback of its Auckland property or raise additional equity or debt

funding, the Group may not be able to continue as a going concern and realise the value of 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:

—ongoing plans to grow carpet sales by increasing its in-store presence, supply chain improvements and on-going

product development and range refreshment;

—plans to sell-down non-wool carpet inventory in a timely manner, while balancing that against maximising the realisable

value of inventory;

—initiatives to reduce the cost base as the Group exits the non-wool carpet business and transitions to the all-wool

business model;

—actions in place to manage costs relating to the execution of the transformation strategy until completion of the sale

and leaseback, and receipt of the proceeds of sale, of the Auckland property;

—seeking extensive independent advice on options available to the Group on the most effective way of accessing capital

at this time and the capital options available to it to further strengthen its financial position.

Additionally, the Board notes that the sale and leaseback of the Group’s Auckland property remains on track, after the failure

of the original purchaser to settle the transaction.

A new agreement was entered into with another purchaser on 13 November 2020 as discussed at note 9g (Events after

balance date) to the financial statements.

The Board also notes that a deposit has been received, with the settlement of this new agreement only conditional on

receipt of either a waiver being obtained from NZX from the need to obtain Cavalier shareholder approval for the sale

and leaseback or, failing receipt of the waiver, Cavalier shareholder approval at the Annual Meeting of shareholders

on 23 December 2020.

The Board expects settlement of the new agreement will take place towards the end of January 2021 and considers the

Group to be a going concern, with the Group able to not only meet its contractual obligations for a period of at least 12

months from the issuance of the financial statements, but also having the funding over the next few years until it begins to

realise the financial benefits of the transformation strategy.

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

51 — ANNUAL REPORT 2020 50
NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

2. GENERAL INFORMATION RELATING TO PREPARATION OF FINANCIAL STATEMENTS (CONT'D)

2e. BASIS OF CONSOLIDATION

The financial statements incorporate the assets and liabilities of all subsidiaries of the Group as at 30 June 2020 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.

2f. 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 16 Leases (NZ IFRS 16) during the year.

The impact of the adoption of NZ IFRS 16 can be found at note 3 (Leases and right-of-use assets) to the financial statements.

The Group also early adopted the January 2020 amendments to NZ IAS 1 Presentation of Financial Statements during the year.

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

3. LEASES AND RIGHT-OF-USE ASSETS

IMPACT OF THE ADOPTION OF NZ IFRS 16

Effective 1 July 2019, the Group applied NZ IFRS 16 for its accounting of leases, using the modified retrospective approach.

Under this approach, the cumulative effect of initially applying NZ IFRS 16, if any, is recognised as an adjustment to equity at

that date. Comparative figures for the year ended 30 June 2019 are not restated to reflect the application of NZ IFRS 16.

Prior to 1 July 2019, the Group treated its leases of property, plant and equipment as operating leases pursuant to NZ IAS 17

Leases, with lease payments recognised through profit or loss on a straight-line basis over the term of these leases.

Effective 1 July 2019, NZ IFRS 16 eliminates the lessee’s classification of leases as either finance leases (on balance sheet) or

operating leases (off balance sheet) and introduces a single lessee accounting model. Applying the new model, a lessee is

required to recognise a right-of-use (or leased) asset and a corresponding lease liability (reflecting the present value of future

lease payments) at the date at which the leased asset is available for use unless the term of the lease is 12 months or less (a

short-term lease) or the underlying leased asset is of low value (low-value lease). Lease payments are then allocated between

the lease liability recognised and finance costs, with the amount of finance costs charged to profit or loss over the lease term

using the effective interest rate method on the outstanding lease liability for each reporting period.

As a consequence, the way lease payments are recognised in profit or loss changes under NZ IFRS 16, with the Group now

recognising a depreciation charge for right-of-use assets and interest expense on lease liabilities, whereas previously, the

Group recognised an operating lease expense over the term of the lease.

The application of NZ IFRS 16 does not impact the Group’s cash flow or its ability to comply with its debt covenants because

all changes effected by NZ IFRS 16 are not required to 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 as at, and for the year ended, 30 June 2019, to the extent that they relate to leases of

identifiable assets with a lease term of 12 months or more or which were not low value, were brought onto the statement of

financial position on 1 July 2019.

Some property leases contain an extension option that can be exercised at the discretion of the Group. Where an extension

is reasonably certain of being exercised, that extension period and related costs are recognised in the Statement of Financial

Position as additional right-of-use (or leased) asset and additional lease liability.

Certain practical expedients permitted by NZ IFRS 16 were adopted in applying NZ IFRS 16 for the first time as follows:

—use of a single discount rate for portfolio of leases with reasonably similar characteristics;

—use of onerous contract assessment under NZ IAS 37 Provisions, Contingent Liabilities and Contingent Assets

immediately before the date of initial application instead of performing an impairment review under NZ IAS 36

Impairment of Assets;

—accounting for operating leases with remaining lease terms of less than 12 months as at 1 July 2019 as short-term leases;

—exclusion of initial direct costs for the measurement of right-of-use assets at the date of initial application;

—use of hindsight in determining the lease term where the contract contains options to extend the lease; and

—the election not to reassess whether a contract is, or contains, a lease at the date of initial application, with reliance

placed on NZ IAS 17 and NZ IFRIC 4 Determining whether an Arrangement contains a Lease for contracts entered

into before the transition date.

53 — ANNUAL REPORT 2020 52
3. LEASES AND RIGHT-OF-USE ASSETS (CONT'D)

IMPACT OF THE ADOPTION OF NZ IFRS 16 (CONT'D)

Summary of the impact on the Statement of Financial Position on the adoption of NZ IFRS 16

Adoption date

1 Jul 2019

$000

Assets

Non-current assets

Property, plant and equipment – right-of-use 7, 8 3 1

Total adjustments - Assets$ 7, 8 3 1

Liabilities

Non-current liabilities

Lease liabilities 6,338

Provision for make good 50

Total non-current liabilities 6,388

Current liabilities

Lease liabilities 1,438

Provision for make good 5

Total current liabilities 1,443

Total adjustments – Liabilities$ 7, 8 3 1

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

Right of use assets

The reconciliation of right-of-use assets recognised on initial application of NZ IFRS 16 as at 1 July 2019 with those as at

30 June 2020 by class is set out below:

Balance

1 Jul 2019

$000


Additions

$000


Depreciation

$000


Remeasurement

$000


Impairment losses

$000

Balance

30 Jun 2020

$000

Buildings 6,381 22 (1,116) (2,960) (1,897) 430

Other assets 1,450 225 (663) – (1,012) –

Total$ 7, 8 3 1 $247 ($1,779)($2,960)($2,909)$430

Lease liabilities were remeasured at the balance date to recognise the fact that it was no longer reasonably certain that the

Group would be exercising the option to renew the lease of a property as a consequence of the transformation to the all-

wool model.

Based on the Group’s assessment of the carrying value of property, plant and equipment and other assets for impairment

as discussed at note 6a (Property, plant and equipment) to the financial statements, all of the Carpet cash-generating unit’s

right-of-use assets with a carrying value of $2,909,000 were impaired. The Board approved the $2,909,000 impairment

of right-of-use assets in addition to the $7,077,000 impairment of plant and equipment and other assets as disclosed at

note 6a (Property, plant and equipment) to the financial statements.

Lease liabilities

The reconciliation of lease liabilities recognised on initial application of NZ IFRS 16 as at 1 July 2019 with those as at 30 June

2020 is set out below:

Balance

1 Jul 2019

$000


Additions

$000


Repayment

$000


Remeasurement

$000

Balance

30 Jun 2020

$000

Total$ 7,7 76 $243 ($1,490)($2,960)$3,569

Non-current 6,338 2,224

Current 1,438 1,345

Total$ 7,7 76 $3,569

3. LEASES AND RIGHT-OF-USE ASSETS (CONT'D)

IMPACT OF THE ADOPTION OF NZ IFRS 16 (CONT'D)

Reconciliation between operating lease commitments in accordance with NZ IAS 17 as at 30 June 2019 and lease

liabilities recognised on initial application of NZ IFRS 16 as at 1 July 2019:

$000

Operating lease commitments as at 30 June 2019 5,510

Less short-term leases (less than 12 months) not recognised (266)

Less low-value leases not recognised (45)

Add adjustments for lease extensions reasonably certain to be exercised 5,131

10,330

Effect of discounting using incremental borrowing rates at 1 July 2019 (2,554)

Lease liabilities recognised at 1 July 2019$ 7,7 76

Non-current 6,338

Current 1,438

Lease liabilities recognised as at 1 July 2019$ 7,7 76

A weighted average discount rate of 7.5% was used to determine the present value of lease liabilities as at 1 July 2019.

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

55 — ANNUAL REPORT 2020 54
3. LEASES AND RIGHT-OF-USE ASSETS (CONT'D)

IMPACT OF THE ADOPTION OF NZ IFRS 16 (CONT'D)

Summary of the impact of NZ IFRS 16 on the income statement for the year:

Assuming application

of NZ IAS 17

$000

Impact of NZ IFRS 16

$000

Impairment losses

$000

Reported result

$000

Revenue 1 1 7, 9 8 1 1 1 7, 9 8 1

Cost of sales (94,629) 186 – (94,443)

Gross profit 23,352 186 – 23,538

Other income and gains 35 – – 35

Distribution expenses (19,081) 42 – (19,039)

Administration expenses (6,715) 19 – (6,696)

Restructuring costs (1,186) – – (1,186)

Impairment of plant and equipment ( 7,0 7 7 ) – – ( 7,0 7 7 )

Impairment of right-of-use assets – – (2,909) (2,909)

Result from operating activities (10,672) 247 (2,909) (13,334)

Net finance costs (1,999) (536) – (2,535)

Loss before tax (12,671) (289) (2,909) (15,869)

Tax expense (5,663) 81 – (5,582)

Loss after tax (18,334) (208) (2,909) (21,451)

Basic and diluted earnings per share (cents) (26.7) (0.3) (4.2) (31.2)

Analysis of the impact of NZ IFRS 16 on the Income Statement:

Lease payments booked

to lease liabilities in

the Statement of

Financial Position

$000

Additional depreciation

charge for right-of-use

assets recognised in

profit or loss

$000

Additional finance costs

on lease liabilities recog-

nised in profit or loss

$000

Impact on Income State-

ment for year ended 30

June 2020

$000

Cost of sales 1,036 (850) – 186

Distribution expenses 822 (780) – 42

Administration expenses 168 (149) – 19

Net finance costs– – (536) (536)

$2,026 ($1,779)($536)($289)

Short-term lease and low-value asset lease expense for the year:

Expense recognised

in profit or loss

$000

Short term lease expense(266)

Low-value asset lease expense


(45)

Total($311)

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

3. LEASES AND RIGHT-OF-USE ASSETS (CONT'D)

IMPACT OF THE ADOPTION OF NZ IFRS 16 (CONT'D)

Summary of the impact of NZ IFRS 16 on the presentation of the Consolidated Statement of Cash Flows for the period:

Prior to the adoption of NZ IFRS 16, the total cash outflow relating to operating leases were included in cash paid to suppliers

and employees within cash flows from operating activities.

Following the adoption of NZ IFRS 16, the cash outflow is dealt with as follows in the Statement of Cash Flows:

Year ended 30 June 2020

$000

Total cash outflow relating to operating leases (previously included in cash paid to

suppliers and employees within cash flows from operating activities)


($2,337)

Cash outflow has been reallocated:

—to interest expense (now included in interest paid within cash flows from operating

activities) (536)

—to lease liabilities (treated as repayment of lease liabilities and now included in

repayment of lease liabilities within cash flows from

financing activities)(1,490)

—to short-term and low-value leases not included in the measurement

of lease liabilities (continues to be included in cash paid to suppliers

and employees within cash flows from operating activities)(311)

Total cash outflow reallocated($2,337)

Accounting policy

The Group’s leases predominantly relate to buildings, forklifts and motor vehicles. A right-of-use (or leased) asset and a

corresponding lease liability (reflecting the present value of remaining lease payments) are recognised at the date on

which the leased asset is available for use.

Right-of-use assets are depreciated over their expected lease terms on a straight-line basis. The right-of-use asset is

initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made

at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and

remove the underlying asset or to restore the asset or the site on which it is located, less any lease incentives received.

Lease liabilities are measured at the present value of the remaining lease payments, discounted using a discount rate

derived from the Group’s incremental borrowing rate where the interest rate implicit in the lease is not readily available.

Lease liabilities are amortised using the effective interest rate method. Lease liabilities are remeasured when there is a

change in future lease payments if the Group changes its assessment of whether it will exercise a purchase, extension or

termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying

value of the right-of-use asset, or it is recorded in profit or loss if the carrying amount of the right-of-use asset has been

reduced to zero.

The Group has elected not to recognise right-of-use assets and lease liabilities for leases of short-term and low-value

assets. Short-term leases are leases with a lease term of 12 months or less. Low-value leases are those for which the

underlying asset is of low value. Payments associated with short-term leases and low-value leases are recognised as an

expense in the Income Statement on a straight-line basis over the lease term. The Group has also elected to not separate

in respect of motor vehicle leases non-lease components from lease components and instead account for each lease

component and any associated non-lease component as a single lease component.

Estimates, judgements and assumptions

The assessment of the incremental borrowing rate used to determine the present value of lease liabilities requires

significant judgement.

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

57 — ANNUAL REPORT 2020 56
NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

4. 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.

4a. SEGMENT PERFORMANCE

Reportable segments

The Group’s reportable and operating segments are:

—carpet sales and manufacturing (Carpet); and

—wool acquisition (Wool).

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.

Revenue

2020

$000

2019

$000

New Zealand 65,012 78,316

Australia 50,071 52,640

Rest of the world 2,898 4,278

$117,981 $135,234

Non-current assets

As at

30 Jun 2020

$000

As at

30 Jun 2019

$000

New Zealand 22,740 34,955

Australia 1,015 665

$23,755 $35,620

Major customers

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

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

4. FINANCIAL PERFORMANCE (CONT'D)

4a. SEGMENT PERFORMANCE (CONT'D)

Carpets sales and manufacturing Wool acquisition To tal

2020

$000

2019

$000

2020

$000

2019

$000

2020

$000

2019

$000

External revenue 101,135 113,059 16,846 22,175 11 7, 9 8 1 135,234

Inter-segment revenue – – 1,788 3,277 1,788 3,277

To t al r eve nu e 101,135 113,059 18,634 25,452 119,769 138,511

Elimination of inter-segment revenue (1,788) (3,277)

Consolidated revenue $ 11 7, 9 8 1 $135,234

Segment result before depreciation,

restructuring related expenses and impairment

3,484 7,7 2 1 102 928 3,586 8,649

Depreciation - owned assets (2,532) (3,339) (151) (140) (2,683) (3,479)

Depreciation - right-of-use assets (1,649) – (130) – (1,779) –

Segment result before restructuring

and impairment

(697) 4,382 (179) 788 (876) 5,170

Restructuring costs (1,186) – – – (1,186) –

Impairment of plant and equipment (7,077) (6,129) – – (7,077) (6,129)

Impairment of right-of-use assets (2,909) – – – (2,909) –

Impairment of goodwill – (2,362) – – – (2,362)

Segment result after restructuring

and impairment

(11,869) (4,109) (179) 788 (12,048) (3,321)

Elimination of inter-segment profits 50 (30)

Unallocated corporate costs (1,336) (1,543)

Results from operating activities (13,334) (4,894)

Net finance costs (2,535) (1,790)

Share of profit after tax of

equity-accounted investees – 644

Loss on sale of interest in, and property

held by, equity-accounted investees – (11,884)

(Loss)/Profit before income tax (15,869) (17,924)

Income tax benefit/(expense) (5,582) 1,144

(Loss)/Profit after tax for the year ($21,451)($16,780)

Carpets sales and manufacturing Wool acquisition To tal

2020

$000

2019

$000

2020

$000

2019

$000

2020

$000

2019

$000

Reportable segment assets 6 7, 474 96,300 2,507 3,034 69,981 99,334

Unallocated assets – –

Total assets $69,981 $99,334

Capital expenditure 2,067 4,328 52 377 $2,119 $4,705

Reportable segment liabilities 19,363 21,496 1,181 2,349 20,544 23,845

Unallocated liabilities - Loans and borrowings 15,800 20,500

Total liabilities $36,344 $44,345

59 — ANNUAL REPORT 2020 58
4. FINANCIAL PERFORMANCE (CONT'D)

4b. EARNINGS PER SHARE

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

20202019

(Loss)/Profit after tax attributable to shareholders of the Company ($000) (21,451) (16,780)

Weighted average number of ordinary shares outstanding 68,679,098 68,679,098

Basic and diluted EPS (cents) (31.2) (24.4)

4c. REVENUE

2020

$000

2019

$000

Sales of goods

Carpet 98,985 111,412

Wool fibre 16,846 22,175

Carpet yarn 1,014 876

116,845 134,463

Provision of installation services 1,136 771

Total revenue$ 11 7, 9 8 1 $135,234

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

Installation contracts outstanding at balance date totalled $105,000 (2019: $52,000).

Credit terms for carpet sales are generally no later than 30 days after the month in which invoices are raised and, in the case

of wool fibre, within 14 days of invoice date or on despatch whichever is the earlier.

Accounting policies

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.

Provision of installation services

Revenue from installation 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 of installation services rendered is determined by

having regard to the quantity of carpet installed at balance date relative to the total quantity of carpet required for

each contract.

4d. OTHER INCOME AND GAINS/LOSSES

2020

$000

2019

$000

Rentals received 4 4

Dividends received 1 2

Other income 65 –

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

Total other income and gains/losses$35 $41

4. FINANCIAL PERFORMANCE (CONT'D)

4e. ADMINISTRATION EXPENSES

The following items of expenditure are included in administration expenses:

2020

$000

2019

$000

Donations$3$15

Fees paid and payable to KPMG for:

Audit of financial statements - current year371168

Audit of financial statements - additional for prior year 61–

Tax services2030

Other services–6

Total fees paid and payable to KPMG$452$204


Tax services were in respect of transfer pricing review, R&D incentive tax advice, review of income tax returns and assistance with COVID-19

wage subsidy applications.

4f. PERSONNEL EXPENSES

2020

$000

2019

$000

Directors’ fees 368 387

Wages, salaries, bonuses and holiday pay 28,300 32,694

Employee termination benefits 364 552

Employee benefits 2,568 2,692

Decrease in liability for retiring allowances and long service leave (15) (8)

Total personnel expenses$31,585 $36,317

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).

4g. GOVERNMENT GRANTS

2020

$000

2019

$000

COVID-19 wage subsidy

Total wage subsidy received 2,819 –

Less amount carried forward in inventory(1,500)–

Wage subsidy recognised in income statement$1,319 –

The Group applied for and received $2,818,870 under the New Zealand Government's COVID-19 wage subsidy scheme.

$1,319,222 of the wage subsidy was recognised in cost of sales, distribution expenses and administration expenses in the

income statement, with the balance relating to the employees involved in the manufacturing of carpet carried forward in

inventory at the balance date.

Accounting policies

Government grants which compensate the Group for expenses incurred are recognised in the income statement

on a systematic basis over the period, and against the expenses, to which the grants relate when the grants become

unconditional. Grants are reported on a net basis in the same line as the related expense.

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

61 — ANNUAL REPORT 2020 60
4. FINANCIAL PERFORMANCE (CONT'D)

4h. NET FINANCE COSTS

2020

$000

2019

$000

Interest income – 2

Interest expense - bank borrowings (1,531) (1,792)

Interest rate swap - hedge ineffectiveness (468) –

Interest expense - lease liabilities (536) –

Net finance costs($2,535)($1,790)


Accounting policies

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.

4i. INCOME TAX

2020

$000

2019

$000

INCOME TAX EXPENSE/(BENEFIT) IN THE INCOME STATEMENT

Current tax expense/(benefit)

Current year 773 (646)

Adjustment for prior years (9) (99)

764 (74 5)

Deferred tax expense/(benefit)

Origination and reversal of temporary differences (8,082) (492)

Adjustment for prior years 9 93

Derecognition of deferred tax assets 12,891 –

4,818 (399)

Income tax expense/(benefit)$5,582 ($1,144)

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

4. FINANCIAL PERFORMANCE (CONT'D)

4i. INCOME TAX (CONT'D)

2020

$000

2019

$000

RECONCILIATION OF EFFECTIVE TAX RATE

Loss after tax for the year (21,451) (16,780)

Income tax expense/(benefit) 5,582 (1,144)

Loss excluding income tax($15,869)($17,924)

Income tax using the Company’s domestic tax rate of 28% (2019: 28%) (4,443) (5,019)

Impending change in legislation relating to tax depreciation on buildings (2,940) –

Derecognition of deferred tax assets 12,891 –

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

Loss on sale of interest in, and property held by, equity-accounted investees – 3,328

Impairment of goodwill – 661

Non-deductible expenses 41 36

Effect of tax rate difference in foreign jurisdiction 33 35

Underprovided in prior years – (6)

Other – 1

Income tax expense/(benefit)$5,582 ($1,144)

2020

$000

2019

$000

INCOME TAX RECOGNISED DIRECTLY IN EQUITY

Derivative financial instruments 38 (86)

Income tax on income and expense recognised directly in equity$38 ($86)

IMPUTATION CREDITS

2020

$000

2019

$000

Imputation credits available to shareholders of the Company$9,233 $9,232

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

63 — ANNUAL REPORT 2020 62
4. FINANCIAL PERFORMANCE (CONT'D)

4i. INCOME TAX (CONT'D)

Deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:

AssetsLiabilitiesNet

2020

$000

2019

$000

2020

$000

2019

$000

2020

$000

2019

$000

Property, plant and equipment 181 – – (1,130) 181 (1,130)

Inventories 100 644 – – 100 644

Employee benefits 130 1,124 – – 130 1,124

Lease liabilities 146 – – – 146 –

Provisions 43 1,193 – – 43 1,193

Tax loss carry-forwards – 3,625 – – – 3,625

Net tax assets/(liabilities)$600 $6,586 – ($1,130)$600 $5,456

Deferred tax assets in respect of temporary differences and tax loss carry-forwards totalling $12,891,000 were

derecognised (2019: Nil).

In arriving at this view, the Board noted the history of tax losses generated by the Group, the further losses that are

expected in FY21 and FY22 as the Company executes its strategic decision to restructure the business to an all-wool and

natural materials business, the significant level of estimation uncertainty in management’s forecasts and the execution

risk underlying the transformation and the material change in direction of the business.

Deferred tax assets at the balance date relate to the Group’s Australian carpet sales operations where it is expected that

there will be taxable profits in future periods to allow for the utilisation of the deferred tax assets.

Deferred tax assets have also not been recognised in respect of temporary differences and tax loss carry-forwards totalling

$24,150,000 (2019: $24,150,000) relating to an Australian subsidiary that currently does not have trading activity on the basis

that it is also not probable that future taxable profit will be available against which the Group can use the benefits there from,

taking the total deferred tax assets unrecognised to $37,041,000 (2019: $24,150,000).

Notwithstanding the derecognition of deferred tax assets for accounting purposes, these deferred tax assets remain

available to the Group for income tax purposes.

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

4. FINANCIAL PERFORMANCE (CONT'D)

4i. INCOME TAX (CONT'D)

Deferred tax assets and liabilities (cont'd)

Movement in temporary differences during the year:


Balance

30 June 2019

$000

Recognised on

transition to

NZ IFRS 16

$000

Recognised in

profit or loss

$000

Recognised in

equity

$000


Derecognition

of deferred

tax assets in

profit or loss

$000




Balance

30 June 2020

$000

Property, plant and equipment (1,130) - 4,476 - (3,165) 181

Right-of-use assets- (2,194) 1,245 - 949 -

Derivatives - - 38 (38) - -

Inventories 644 - 612 - (1,156) 100

Employee benefits 1,124 - (5) - (989) 130

Lease liabilities- 2,17 7 (349) - (1,683) 146

Provisions 1,193 17 (216) - (950) 44

Tax loss carry-forwards 3,625 - 2,272 - (5,897) -

To t al$5,456 - $8,073 ($38)($12,891)$600

Balance

30 June 2018

$000

Recognised in

profit or loss

$000

Recognised in

equity

$000

Balance

30 June 2019

$000

Property, plant and equipment (2,74 4) 1,614 - (1,130)

Derivatives - (86) 86 -

Inventories 589 55 - 644

Employee benefits 1,232 (108) - 1,124

Provisions 2,092 (899) - 1,193

Tax loss carry-forwards 3,802 (177) - 3,625

To t al$4,971 $399 $86 $5,456


Accounting policies

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.

Estimates, judgements and assumptions

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. In arriving at the decision to derecognise deferred tax assets at the balance

date, regard was given to the history of tax losses generated by the Group, the further losses that are expected in

FY21 and FY22 as the Company executes its strategic decision to restructure the business to an all-wool and natural

materials business, the significant level of estimation uncertainty in management’s forecasts and the execution risk

underlying the transformation and the material change in direction of the business.

65 — ANNUAL REPORT 2020 64
5. CAPITAL AND FUNDING

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

5a. 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.

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

5. CAPITAL AND FUNDING (CONT'D)

5b. SHARE CAPITAL, DIVIDENDS AND RESERVES

Share capital

20202019

Number of ordinary shares issued 68,679,098 68,679,098

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 (2019: Nil).

The Board has not declared a final dividend in respect of the current year ended 30 June 2020 (2019: 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.

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

67 — ANNUAL REPORT 2020 66
5. CAPITAL AND FUNDING (CONT'D)

5c. 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 8 (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 $20,000,000 at balance date, with

$15,800,000 drawn down at that date (2019: $23,400,000 and $20,500,000 respectively).

The Group also had overdraft facilities totalling $1,598,000 at the 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 2020 as it was able to renegotiate these with the Bank in advance where required to

better reflect operating conditions, including the challenges brought on by COVID-19, and financial performance as the

year progressed.

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


Nominal interest

rate 2020

%

Notional value

2020

$000

Fair value

2020

$000

Nominal inter-

est rate 2019

%

Notional value

2019

$000

Fair value 2019

$000

Non-current – – 20,500 20,500

Current 15,800 15,800 – –

Total secured bank loans7. 3$15,800 $15,800 7.0 $20,500 $20,500

The Group had no other borrowings at balance date (2019: 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 6a (Property, plant and equipment) to the financial statements).

The Group negotiated the extension of its funding facilities to 1 July 2021 prior to balance date, with reductions to facility

limits of $7,500,000 on 30 September 2020, $2,500,000 on 31 December 2020 and $2,000,000 on 30 April 2021 consistent

with management’s inventory and debt reduction targets for FY21.

In extending the funding facilities, the Group also negotiated its financial covenants with the Bank, with the removal of the

EBITDA covenant and reset of the revenue, inventory and equity ratio targets to reflect the Group’s latest financial forecasts.

More information on the Group’s ability to meet its debt reduction targets for FY21 can be found at note 2d (Going concern)

to the financial statements.

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

6. ASSETS EMPLOYED

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

production and sale of carpet, and the acquisition and sale of wool fibre, to generate revenues and profits.

6a. PROPERTY, PLANT AND EQUIPMENT

Land and

buildings

$000

Plant and

equipment

$000

Other assets

$000

Under

construction

$000

To tal

$000

COST OR DEEMED COST

Balance at 1 July 2019 24,159 68,848 16,169 957 110,133

Additions 387 221 892 619 2,119

Disposals – (1,321) (2,845) – (4,166)

Tr a n s f e r s 282 350 289 (921) –

Balance at 30 June 2020$24,828 $68,098 $14,505 $655 $108,086

Balance at 1 July 2018 23,734 72,603 14,601 119 111,057

Additions 434 694 2,621 956 4,705

Disposals (9) (4,511) (1,109) – (5,629)

Tr a n s f e r s – 62 56 (118) –

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

DEPRECIATION AND IMPAIRMENT

LOSSES

Balance at 1 July 2019 2,651 63,938 13,380 – 79,969

Depreciation for the year 338 1,524 556 – 2,418

Impairment losses provided – 3,874 2,548 655 7,0 7 7

Disposals – (1,271) (2,832) – (4,103)

Balance at 30 June 2020$2,989 $68,065 $13,652 $655 $85,361

Balance at 1 July 2018 2,403 61,444 12,068 – 75,915

Depreciation for the year 257 2,568 654 – 3,479

Impairment losses provided – 4,369 1,760 – 6,129

Disposals (9) (4,443) (1,102) – (5,554)

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

CARRYING AMOUNTS

At 30 June 2020$21,839 $33 $853 – $22,725

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

At 1 July 2018$21,331 $11,159 $2,533 $119 $35,142

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

69 — ANNUAL REPORT 2020 68
6. ASSETS EMPLOYED (CONT'D)

6a. PROPERTY, PLANT AND EQUIPMENT (CONT'D)

Auckland property

The Group’s property, plant and equipment includes the Auckland property with a carrying value of $12,877,000 that was

subject to a sale and leaseback agreement subsequent to the balance date. The property was not classified as held for sale at

the balance date as the sale and leaseback of the Auckland property was one of a number of funding arrangements for the

Group’s transformation that were being considered at that time.

The Board is not considering the sale and leaseback of the Group’s Napier and Whanganui properties at this time.

Other assets

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

motor vehicles and office equipment.

Impairment

Impairment losses in respect of plant and equipment and other assets of $7,077,000 were recognised for the year

(2019: $6,129,000).

At 30 June 2020, the carrying value of the Group’s net assets exceeded its market capitalisation by $36,500,000 (before

impairment of right-of-use assets and plant and equipment and other assets and derecognition of deferred tax assets).

In addition, the Group’s strategic decision to restructure its business to an all wool and natural materials business represents

a fundamental change to the business model of Cavalier and has a substantial impact on projected cash flows and the

certainty of achieving those forecasts. As a result, the Group conducted an impairment test of the carrying value of property,

plant and equipment and other assets that are allocated to the carpet sales and manufacturing cash-generating unit

(“Carpet CGU”) at the balance date.

The Carpet CGU comprises the carpet sales and manufacturing unit which has carpet yarn spinning plants in Napier and

Whanganui and a carpet tufting plant in Auckland. Because the carpet sales and manufacturing unit produces and sells

largely a single product, being carpet, it is not possible for future cash inflows to be attributed to each of the three plants

which are interdependent - making the carpet and sales manufacturing unit the lowest cash-generating unit.

The Carpet CGU is identical to the Carpet segment in note 4a (Segment performance) to the financial statements.

The carrying value of property, plant and equipment was tested for impairment by determining the value in use of the Carpet

CGU and assessing the extent to which the carrying value of these assets exceeds their value in use, with an impairment loss

recognised to the extent of that excess. The value in use 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 as well as

the five-year modelling that had been undertaken for the transformation and the potential impact of COVID-19.

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

6. ASSETS EMPLOYED (CONT'D)

6a. PROPERTY, PLANT AND EQUIPMENT (CONT'D)

The key assumptions underlying the five-year cash flow projections are summarised below:

—a decrease in woollen carpet sales volumes by 5%, and a sell down of all non-wool inventory in FY21;

—woollen carpet sales volumes from FY22 to FY25 up on the previous year by between 22% and 37% every year as

the strategic initiatives associated with the transformation to an all-wool and natural materials business model are

implemented and expected to gain traction;

—woollen carpet sales prices up by 1.5% in FY22 and then remaining unchanged thereafter;

—average wool price, scoured and delivered, of $4.23/kg from FY22 to FY25;

—average NZD/AUD exchange rate of between 0.8846 and 0.9067 from FY22 to FY25;

—post-tax discount rate of 20.0% (pre-tax equivalent of 24.05%) (2019: post-tax discount rate of 12.8% (pre-tax

equivalent of 16.7%);

—long term growth rate of 1.5% (2019: 1.5%).

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

value in use of property, plant and equipment and other assets allocated to the Carpet CGU. The Group’s restructuring

represents a material change in direction of the business and the forecasts include a significant level of estimation

uncertainty and execution risk which has been reflected in the discount rate applied to the impairment model.

Based on this assessment, all the Carpet CGU’s plant and equipment and other assets with a carrying value of $7,077,000

have been impaired. The Board approved the $7,077,000 impairment of plant and equipment and other assets in addition

to the $2,909,000 impairment of the Group’s right-of-use assets as disclosed at note 3 (Leases and right-of-use assets) to

the financial statements.

The land and buildings of the Group have not been impaired as their fair values exceed their carrying values at the

balance date.

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 5c (Loans and borrowings) to the

financial statements).

Accounting policies

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.

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

71 — ANNUAL REPORT 2020 70
6. ASSETS EMPLOYED (CONT'D)

6a. PROPERTY, PLANT AND EQUIPMENT (CONT'D)

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 equipment6.7 – 10.0% straight line

—other assets

–fixtures and fittings10.0% straight line

–computer equipment20.0 – 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.

Estimates, judgements and assumptions

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.

6b. CAPITAL COMMITMENTS

The Group had outstanding commitments for the purchase of plant and equipment of $469,000 at balance date

(2019: $361,000).

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

7. 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).

7a. CASH AND CASH EQUIVALENTS

Cash and cash equivalents at balance date comprise cash on hand and deposits held with the Bank.

Accounting policy

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

used for cash management purposes.

7b. TRADE RECEIVABLES, OTHER RECEIVABLES AND PREPAYMENTS

2020

$000

2019

$000

Trade receivables due from trade customers 12,148 11,808

Other receivables 17 78

Prepayments 442 458

$12,607 $12,344


The Group’s approach and policy with respect to, and quantitative disclosure of, credit risk are discussed at note 8 (Risks and

financial instruments) to the financial statements.

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.

Accounting policy

Trade receivables and other receivables are recognised initially at transaction price and subsequently at amortised

costs less impairment losses.

7c. INVENTORIES

2020

$000

2019

$000

Raw materials and consumables 12,547 16,653

Work in progress 1,439 1,639

Finished goods 18,095 29,386

$32,081 $ 4 7,6 7 8

Inventory provision at 1 July 2,576 2,307

Change in provision during the year 2,165 269

Inventory provision at 30 June $4,741 $2,576

Carrying amount of inventories subject to retention of title clauses $1,851 $2,004


Additional inventory provisioning was taken up during the year largely against non-wool carpet inventory as a consequence

of the Group’s transformation to the all-wool and natural materials business model and the sell down of non-wool inventory.

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

73 — ANNUAL REPORT 2020 72
7. WORKING CAPITAL (CONT'D)

7c. INVENTORIES (CONT'D)

Accounting policies

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.

Estimates, judgements and assumptions

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

likely net realisable value.

Judgement and estimates are applied in identifying and categorising obsolete, aged and discontinued inventory and

determining the level of provisioning that is required – with a range of factors including inventory rationalisation plans,

consumer demand and trends, available distribution channels and historical sales and margin data considered.

At balance date, additional judgements and estimates were involved with respect to the provisioning of non-wool

carpet inventory as a consequence of the Group’s transformation to the all-wool and natural materials business model

and the sell down of non-wool inventory as discussed at note 2c (General information relating to preparation of

financial statements - Critical accounting estimates and judgements and significant accounting policies) to the

financial statements. In determining the provision against non-wool inventory, management have assessed normal

inventory turns and quantities on hand, while also considering colour and popularity of the range and the pricing

strategy put in place to manage the sell-down of inventory. The provision also includes an estimate for inventory that

may remain unsold towards the end of the sell-down programme and may therefore require additional discounting.

7d. TRADE PAYABLES AND ACCRUALS

2020

$000

2019

$000

Trade payables 8,705 15,102

Accruals 1,912 1,912

$10,617 $17,014

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

8. 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, Australia and other overseas markets. 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 amount and timing of collection of trade receivables and estimate of expected credit losses under NZ IFRS 9 Financial

Instruments have been considered and included in the financial statements. There has been no indication of a significant

change in amounts or timing of receipts from trade receivables as at 30 June 2020 due to the impact of COVID-19.

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.

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

75 — ANNUAL REPORT 2020 74
8. RISKS AND FINANCIAL INSTRUMENTS (CONT'D)

MANAGEMENT COMMENTARY (CONT'D)

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.

As a result of the Group’s transformation to an all-wool and natural materials organisation, it expects to generate funds of

approximately $17,000,000 from the sell-down of non-wool inventory. Additionally, subsequent to balance date (as discussed

at note 9g (Events after balance date) to the financial statements), the Group entered into a sale and leaseback agreement for

its Auckland property for net proceeds of approximately $25 million. These funds will be used to fully repay the Group’s bank

debt outstanding as at settlement date (expected to be no later than the end of January 2021) and will provide sufficient

liquidity to enable the Group to fund its transformation and settle its ongoing financial obligations for at least 12 months after

the date of issuing these financial statements.

Additional information on liquidity and the Group’s ability to meet its contractual obligations can be found at note 2d (Going

concern) to the financial statements.

The Group’s contractual cash flows and liquidity risk profile are set out in detail on page 76.

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. All entities in the Group have New Zealand dollars ($) as

their functional currency.

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.

The Group determines the existence of an economic relationship between the hedging instrument and hedged item based

on the currency, amount and timing of the respective cash flows. The Group assesses whether the derivative designated in

each hedging relationship is expected to be, and has been, effective in offsetting changes in cash flows of the hedged item

using the critical matched terms method.

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.

The Group determines the existence of an economic relationship between the hedging instrument and hedged item based

on the reference interest rates, tenors, repricing dates and maturities and the notional or par amounts. The Group assesses

whether the derivative designated in each hedging relationship is expected to be effective in offsetting changes in cash flows

of the hedged item using the critical matched terms method.

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

8. RISKS AND FINANCIAL INSTRUMENTS (CONT'D)

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:

2020

$000

2019

$000

New Zealand 7, 3 2 3 6,121

Australia 4,431 5,322

Other regions 411 443

Trade and other receivables$12,165 $11,886

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


Current

0 – 30 days past due31 – 120 days past due

More than 120

days past due


To tal

2020

Expected loss rate0%0%0%56%

Gross carrying amount –

trade and other receivables

11,275 754 103 75 12,207

Loss allowance – – – (42) (42)

2019

Expected loss rate0%0%0%9%

Gross carrying amount –

trade and other receivables

9,873 1,574 313 139 11,899

Loss allowance – – – (13) (13)

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

2020

$000

2019

$000

Trade and other receivables - gross 12,207 11,899

Individual impairment provisions (42) (13)

Trade and other receivables - net$12,165 $11,886

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:

2020

$000

2019

$000

Balance at 1 July (13) (43)

Impaired trade receivables written off - -

Changes in impairment provision (29) 30

Balance at 30 June($42)($13)

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

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

77 — ANNUAL REPORT 2020 76
8. RISKS AND FINANCIAL INSTRUMENTS (CONT'D)

QUANTITATIVE DISCLOSURES (CONT'D)

Liquidity risk

The following table sets out the contractual undiscounted cash flows for all material financial liabilities

(including projected interest costs).

Timing of contractual cash flows

Statement

of financial

position

$000

To tal

contractual

cash flows

$000


6 months

or less

$000


6-12

months

$000



1-2 years

$000



2-5 years

$000

Greater

than 5

years

$000

2020

Secured bank loans 15,800 16,206 6,048 2,158 8,000 – –

Trade payables 8,705 8,705 8,705 – – – –

Lease liabilities 3,569 3,569 689 656 1,104 1,120 –

Total non-derivative liabilities$28,074 $28,480 $15,442 $2,814 $9,104 $1,120 –

Interest rate swaps 560 571 166 68 137 200 –

Forward exchange contracts

Inflow (20,478) (16,775) (3,703) – – –

Outflow 20,496 16,744 3,752 – – –

12 18 (31) 49 – – –

Total derivative liabilities$572

Disclosed in statement of

financial position

Under current liabilities 732

Under current assets (160)

Total derivative liabilities$572

2019

Secured bank loans 20,500 21,440 403 403 20,634 – –

Trade payables 15,102 15,102 15,102 – – – –

Total non-derivative liabilities$35,602 $36,542 $15,505 $403 $20,634 – –

Interest rate swaps 621 575 156 114 135 154 16

Forward exchange contracts

Inflow (22,636) (21,343) (1,293) – – –

Outflow 21,979 20,738 1,241 – – –

(625) (657) (605) (52) – – –

Total derivative assets($4)

Disclosed in statement of

financial position

Under current liabilities 649

Under current assets (653)

Total derivative assets($4)

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

Interest rate risk – re-pricing analysis

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


To tal

$000

6 months

or less

$000


6-12 months

$000


1-2 years

$000


2-5 years

$000

Greater than

5 years

$000

2020

Financial assets and liabilities

Cash and cash equivalents 1,276 1,276 – – – –

Secured bank loans (15,800) (15,800) – – – –

(14,524) (14,524) – – – –

Related derivatives

Effect of interest rate swaps – 5,000 – – (5,000) –

To t al($14,524)($9,524) – – ($5,000) –

2019

Financial assets and liabilities

Cash and cash equivalents 2,724 2,724 – – – –

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)

To t al($17,776)($7,776) – ($5,000)($2,500)($2,500)

8. RISKS AND FINANCIAL INSTRUMENTS (CONT'D)

QUANTITATIVE DISCLOSURES (CONT'D)

Foreign currency risk

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


NZD equivelent of these currencies


AUD

$000

USD

$000


EUR$000


Others

$000

2020

Trade receivables4,699320 6 –

Trade payables (1, 745) (1,130) (1) –

Net statement of financial exposure before hedging activity2,954 (810)5 –

Estimated forecase sales for which hedging is in place14,805–––

Estimated forecast purchases for which hedging is in place – (320) – –

Net cash flow exposure before hedging activity1 7,75 9(1,130)5 –

Forward exchange contracts

Notional amounts(1 7,75 9)2.618––

Net unhedged exposure–$1,488$5

2019

Trade receivables5,196178228

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

Net statement of financial exposure before hedging activity2,784(3,953)121

Estimated forecase 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(9,757)121

Forward exchange contracts

Notional amounts(12,776)9,757––

Net unhedged exposure––$1$21

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

79 — ANNUAL REPORT 2020 78
NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

8. RISKS AND FINANCIAL INSTRUMENTS (CONT'D)

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.

For foreign exchange contracts that continue to meet the hedge accounting criteria at the balance sheet date to hedge

foreign exchange exposures, it is estimated that a general change in the value of the New Zealand dollar against other foreign

currencies as set out below would have no impact on the Group’s profit or loss before income tax for the years ended

30 June 2020 and 2019. The impact on equity, net of tax, for these foreign exchange contracts, is disclosed in the table below:

StrengthenWeakenStrengthenWeaken

P&L Equity, net of tax

$000$000$000$000

30 June 2020

NZD/AUD (+/- 5%) - - 433 (480)

NZD/USD (+/- 10%) - - - -

30 June 2019

NZD/AUD (+/- 10%) - - 413 (504)

NZD/USD (+/- 10%) - - (374) 457

In the year ended 30 June 2019, the Group used a general change in the value of the New Zealand dollar against other foreign

currencies of 10% (including the NZD/AUD) in assessing the impact of changes in currency rates on profit or loss and OCI. The Group

has used five percent for the NZD/AUD for the year ended 30 June 2020 to better reflect volatility in NZD/AUD exchange rates.

For foreign exchange contracts that do not meet the hedge accounting criteria at the balance sheet date, the estimated impact

on the Group’s profit or loss due to a general change in the value of the New Zealand dollar is disclosed in the table below:



Strengthen

10.0%



Weaken (10.0%)



Strengthen

10.0%



Weaken (10.0%)

P&L Equity, net of tax

$000$000$000$000

Impact of the derecognition at balance date of US dollar

denominated forward exchange contracts as at 30 June 2020

($181)$221 - -

Impact of the derecognition at balance date of US dollar

denominated forward exchange contracts as at 30 June 2019

- - - -



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


Increase

1% point


Decrease

(1% point)


Increase

1% point


Decrease

(1% point)

P&L Equity, net of tax


$000$000$000$000

Interest rate impact - Net FY20$152 ($152)$18 ($18)

Interest rate impact - Net FY19($93)$93 $81 ($81)

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. The critical matched terms method is used to assess hedge effectiveness at inception and on an ongoing

basis. As the Group was expected to be repaying bank debt within 12 months of the balance date as a result of the sale of the

Auckland property as set out at note 9g (Events after balance date) to the financial statements, it was determined that the

interest rate hedges would be ineffective from the date of the sale and leaseback. There was no hedge ineffectiveness in FY19.

Forecast transactions

The Group classifies the forward exchange contracts taken out to hedge forecast transactions as cash flow hedges.

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

8. RISKS AND FINANCIAL INSTRUMENTS (CONT'D)

HEDGING (CONT'D)

The following relates to items designated as hedging instruments:







Notional

amount





Line item

in statement

of financial

position

Changes in

the value of

the hedging

instrument

recognised

in OCI

during

the year



Hedge

ineffective-

ness

recognised

in profit

and loss

Line item

in profit

and loss

that

includes

hedge

ineffec-

tiveness







Balance

in CFHR






Average

rate of

hedging

Carrying amount

AssetsLiabilities

2020 $000 $000 $000 $000 $000 $000

Foreign

currency risk


Forward

exchange

contracts

– sales and

receivables ¹

,

³

AUD16,675 62 (172)Derivative

financial

instru-

ments

- assets

and liabil-

ities

(348) – – (77)0.9390

Forward

exchange

contracts –

inventory

purchases ¹

,

³

USD1,746 ² 98 – Derivative

financial

instru-

ments –

assets

(44) 60 Cost of

sales

– 0.6624

Interest rate

risk


Interest rate

swaps ³

,


NZD10,000 – (560)Derivative

financial

instru-

ments -

liabilities

(529) (468)Net

finance

costs

(92)2.88% -

4.88%

¹ 100% of notional amount expiring within 12 months of balance date

² Includes USD1,019k of foreign exchange contracts relating to inventory purchases which are deemed to be ineffective as at 30 June 2020.

³ Hedge ratio 1:1

⁴ $5 million of notional amount of interest rate swaps expiring within 6 months of balance date. Balance of $5 million expiring over the next

four years. However, it was expected that the interest rate swaps would be settled within 12 months of balance date following the sale of the

Auckland property - see note 9g (Events after balance date) to the financial statements.

81 — ANNUAL REPORT 2020 80
NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

8. RISKS AND FINANCIAL INSTRUMENTS (CONT'D)

HEDGING (CONT'D)







Notional

amount

$000



Carrying amount




Line item in

statement of

financial

position

Changes in

the value of

the hedging

instrument

recognised in OCI

during the year





Balance in

CFHR

$000




Hedge ratio



Average

rate of

hedging





Maturity date


Assets

$000

Liabilities

$000$000

2019

Foreign currency risk

Forward exchange

contracts – sales and

receivables

AUD11,680 541 - Derivative

financial

instruments

- assets

(40) 271 1:10.9142100% of

notional

amount

expiring

within 12

months of

balance

date


Forward exchange

contracts – inventory

purchases


USD6,605


112


(28)


Derivative

financial in-

struments –

assets and

liabilities


(231)


44


1:1


0.6770


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)1:12.88% -

4.92%

$2.5

million of

notional

amount

expiring

within 6

months of

balance

date.

Balance

over the

next six

years.


NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

8. RISKS AND FINANCIAL INSTRUMENTS (CONT'D)

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

$000

Fair value hierarchy

Level 2

$000

2020

Assets

Derivatives 160 – 160 160

Trade and other receivables– 12,165 12,165

Cash and cash equivalents – 1,276 1,276

Total assets$160 $13,441 $13,601

Liabilities

Loans and borrowings– – –

Total non-current liabilities – – –

Loans and borrowings – 15,800 15,800

Derivatives 732 – 732 732

Trade and other payables – 15,406 15,406

Total current liabilities 732 31,206 31,938

Total liabilities$732 $31,206 $31,938



Hedging instruments

$000


Amortised cost

$000


Total carrying amount

$000

Fair value hierarchy

Level 2

$000

2019

Assets

Derivatives 653 – 653 653

Trade and other receivables – 11,886 11,886

Cash and cash equivalents – 2,724 2,724

Total assets$653 $14,610 $15,263

Liabilities

Loans and borrowings – 20,500 20,500

Total non-current liabilities – 20,500 20,500

Loans and borrowings – ––

Derivatives 649 – 649 649

Trade and other payables – 20,870 20,870

Total current liabilities 649 20,870 21,519

Total liabilities$649 $41,370 $42,019

83 — ANNUAL REPORT 2020 82
8. RISKS AND FINANCIAL INSTRUMENTS (CONT'D)

CLASSIFICATION AND FAIR VALUES (CONT'D)

There were no financial assets or liabilities with fair values classified as Level 1 or Level 3 in the fair value hierarchy.

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 2020, approximate current

margins, and fair value approximates the present value of future principal and interest cash flows.

DETERMINATION OF FAIR VALUES

The fair value of an asset or a liability is measured on a recurring basis. 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.

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

8. RISKS AND FINANCIAL INSTRUMENTS (CONT'D)

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.

The following table sets out the carrying amounts of recognised derivatives that are subject to master netting agreements:

2020 2019

Derivative assets

$000

Derivative liabilities

$000

Derivative assets

$000

Derivative liabilities

$000

Gross amounts in the statement

of financial position

160 (732) 653 (649)

Amounts offset – – – –

Net amounts in the statement

of financial position

160 (732) 653 (649)

Related amounts that are not

offset based on ISDA

(160) 160 (649) 649

Net amounts– ($572)$4 –

85 — ANNUAL REPORT 2020 84
NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

9. 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.

9a. 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:

2020

$000

2019

$000

Carrying value at 1 July – 24,544

Share of comprehensive income – 716

Dividends received – (2,783)

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 – -

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 2020:

2020

$000

2020

$000

2019

$000

2019

$000

CWHCWSACWHCWSA

Cash and cash equivalents – – – –

Other current assets – – – –

Non-current assets – – – –

Total assets – – – –

Current liabilities – – – –

Non-current liabilities – – – –

Total liabilities – – – –

Net assets (100%) – – – –

Revenue – – 13,431 72

Depreciation – – (998) (5)

Net interest expense – – (365) -

Other expenses – – (8,838) (1)

Profit before income tax – – 3,230 66

Income tax expense – – (974) (18)

Profit after tax – – 2,256 48

Changes in fair value of cash flow hedges

(net of income tax)

– – – –

Total comprehensive income (100%) – – $2,256 $48

Percentage ownership interest0.00%0.00%2 7. 5 0%50.00%

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

9. OTHERS (CONT'D)

9a. EQUITY-ACCOUNTED INVESTEES (CONT'D)

2020 2019

$000$000$000$000

CWHCWSACWHCWSA

Share of net assets – – – –

Initial transaction costs – – – –

Carrying value of interest in equity-

accounted investees










Group’s share of profit after tax – – 620 24

Group’s share of changes in fair value of

cash flow hedges (net of income tax)






72



Group’s share of total comprehensive

income of equity-accounted investees






$692


$24

9b. PROVISIONS

Workplace accidents

$000

Make good

$000

Onerous contracts

$000

Warranties

$000

To tal

$000

Balance at 1 July 2019 210 150 14 1,040 1,414

Provided during the year– 59 – – 59

Utilised during the year– (150) (14) – (164)

Released to profit or loss

during the year








(15)


(15)

Balance at 30 June 2020$210 $59 – $1,025 $1,294

Non-current – 54 – 530 584

Current 210 5 – 495 710

Balance at 30 June 2020$210 $59 – $1,025 $1,294

Balance at 1 July 2018 210 1,875 241 1,006 3,332

Provided during the year – – 12 37 49

Utilised during the year – (1,500) (239) (3) (1,742)

Released to profit or loss

during the year




(225)






(225)

Balance at 30 June 2019$210 $150 $14 $1,040 $1,414

Non-current 210 – – 505 715

Current– 150 14 535 699

Balance at 30 June 2019$210 $150 $14 $1,040 $1,414

87 — ANNUAL REPORT 2020 86
9. OTHERS (CONT'D)

9b. PROVISIONS (CONT'D)

Workplace accidents

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,

with the provision for claims incurred but yet to be settled.

Make good

Provision for make good relates to the costs expected to be incurred in relation to make good obligations under leases

entered into, 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.

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 2020 and 2019.

The provision is based on estimates made from historical warranty data associated with similar products sold by the Group.

Warranties relating to the sale of carpet are standard warranties. The Group does not offer extended warranties that would be

subject to a separate performance obligation.

Accounting policies

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.

Estimates, judgements and assumptions

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.

9c. EMPLOYEE BENEFITS

2020

$000

2019

$000

Liability for retiring allowances 96 96

Liability for long service leave 792 807

Total employee benefits$888 $903

Accounting policies

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.

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

9d. 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

$899,000 (2019: $879,000).

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 $15,800,000 (2019: $20,500,000).

9e. 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 2020

(2019: Nil).

Directors’ remuneration and benefits

The fees paid to the Directors for services in their capacity as directors totalled $368,000 during the year ended

30 June 2020 (2019: $387,000).

No other services were provided by the Directors during the year (2019: Nil).

Estimates, judgements and assumptions

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.

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$128,100 Inclusive of time spent on Board committees and

as Chairman of Nomination Committee

Non-executive directors (including Deputy

Chairman of the Board)

$61,000 Inclusive of time spent on Board committees

Chairman of the Audit Committee$10,000 In recognition of additional time and responsibilities

as Chairman of Audit Committee

Chairman of the Remuneration Committee $5,000 In recognition of additional time and responsibilities

as Chairman of Remuneration Committee

9. OTHERS (CONT'D)

9c. EMPLOYEE BENEFITS (CONT'D)

89 — ANNUAL REPORT 2020 88
NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

9f. GROUP ENTITIES

Operating subsidiaries of the Group

Principal activityCountry of incorporation Interest (%)

20202019

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 activityCountry of incorporation Interest (%)

20202019

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 Zealand050


9. OTHERS (CONT'D)

9e. RELATED PARTIES (CONT'D)

The Directors agreed to a 20% reduction in fees from 1 April 2020 to 31 July 2020 in response to the uncertain COVID-19

operating environment. 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.

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:

2020

$000

2019

$000

Salaries, bonuses and leave entitlements 2,770 2,525

Employee benefits 116 53

Termination payments 107 251

$2,993 $2,829


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.

NOTES TO THE FINANCIAL STATEMENTS (CONT'D)

FOR THE YEAR ENDED 30 JUNE 2020

9. OTHERS (CONT'D)

9g. EVENTS AFTER BALANCE DATE

On 2 September 2020, Cavalier advised the market that it had entered into an agreement for the sale and leaseback of its

Auckland property, with the agreement conditional upon, among other things, Cavalier shareholder approval. This

transaction was approved by shareholders on 17 September 2020, with settlement scheduled to take place in early October.

On 6 November 2020, Cavalier served a settlement notice on the purchaser following its failure to settle the agreement,

before cancelling it on 13 November 2020 for failure of the purchaser to pay its deposit under the agreement.

On 13 November 2020, Cavalier entered into a new agreement for the sale and leaseback of the Auckland property with

another third party on terms substantially the same as the previous agreement, except for the requirement of Cavalier to

guarantee the obligations of its subsidiary as lessee under the lease and the increase in the purchase price of the Auckland

property to $25.5 million (an increase of $900,000).

A deposit has been received, and this new agreement is now only conditional upon either Cavalier shareholder approval,

which will be sought at the Annual Meeting of shareholders on 23 December 2020, or a waiver being obtained from NZX

from the need to obtain such shareholder approval, given the transaction is on substantially the same, or more favourable,

terms as the previous agreement which was overwhelmingly approved by shareholders at the Special Meeting in September.

The deposit is refundable if Cavalier is unable to either get shareholder approval or obtain a waiver from NZX from the need

to obtain shareholder approval.

Subject to the fulfilment of the condition described earlier, the Directors expect settlement of the new agreement to take

place no later than the end of January 2021.

As disclosed at note 2d (General information relating to preparation of financial statements - Going concern) to the financial

statements, the balance of the net proceeds of sale of the Auckland property, after repayment of bank debt, will be utilised

to provide the Group with the funding required to execute its transformation into an all-wool business and natural materials

organisation.

The initial term of the leaseback is 14 years plus one right of renewal of six years, with net rent at commencement date of

$1,600,000 per annum and a 2.5% increase in rent per annum on each anniversary of the commencement date (except where

that anniversary coincides with a market rent review date). Market rent reviews will take place on the sixth anniversary of the

commencement date and on renewal date, with market rent to be no less than 100% or greater than 110% of the annual rent

immediately preceding the relevant rent review date.

The Company has estimated the present value of the rental obligation in respect of the Auckland property to be around

$16,000,000, based on the initial term of the leaseback of 14 years and the net rent during that initial term (but ignoring the

market rent review to take place on the sixth anniversary of the commencement date), discounted at the rate of 7.5% per

annum. The lease liability and right-of-use asset will be recognised in accordance with NZ IFRS 16 Leases.

9h. STANDARDS, INTERPRETATIONS AND AMENDMENTS TO STANDARDS

Other than the adoption of NZ IFRS 16 Leases and the early adoption of the January 2020 amendments to NZ IAS 1

Presentation of Financial Statements during the year, there are no new standards or amendments to existing standards

which have or are expected to have a material impact on the Group.

3

OTHER

DISCLOSURES

GOVERNANCE

AND

91 — ANNUAL REPORT 2020 90

Contents
93 Corporate Governance Statement

103 Disclosures under the Companies Act 1993

107 Disclosures under the New Zealand Exchange Listing Rules

108 Disclosures under the Financial Markets Conduct Act 2013

109 Shareholder Information

110 Trend Statement

114 Disclosures of Non-GAAP Financial Information

116 Corporate Directory

GOVERNANCE AND OTHER DISCLOSURES

CORPORATE GOVERNANCE STATEMENT

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 93 to 102.

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’ interest disclosures can be found on pages 103 to 105.

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 NZX Code.

GOVERNANCE AND OTHER DISCLOSURES

FOR THE YEAR ENDED 30 JUNE 2020

93 — ANNUAL REPORT 2020 92

GOVERNANCE AND OTHER DISCLOSURES
CORPORATE GOVERNANCE STATEMENT

(

CONT'D

)

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 2020, the Board comprised five Directors – George Adams (Chairman), Grant Biel, Alan Clarke, John Rae

and Dianne Williams.

The profile of the Directors can be found on pages 26 and 27.

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 2020.

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.

GOVERNANCE AND OTHER DISCLOSURES

CORPORATE GOVERNANCE STATEMENT

(

CONT'D

)

PRINCIPLE 2 — BOARD COMPOSITION AND PERFORMANCE

(

CONT'D

)

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 attendances at Board, Board committee and shareholder meetings for the year ended

30 June 2020.

BoardAudit Committee

Remuneration

Committee

Special

COVID-19 Shareholder

Total held165191

Attendances:

George Adams

Grant Biel

Alan Clarke

John Rae

Dianne Williams

16/16

16/16

16/16

16/16

15/16

5/5

5/5

5/5

5/5

5/5

1/1

1/1

1/1

1/1

1/1

9/9

9/9

9/9

9/9

9/9

1/1

1/1

1/1

1/1

1/1


All matters that would normally be dealt with by the Nomination Committee during the year were dealt with by the Board during

Director-only sessions at scheduled Board meetings.

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.

95 — ANNUAL REPORT 2020 94

PRINCIPLE 2 — BOARD COMPOSITION AND PERFORMANCE
(

CONT'D

)

Pursuant to this Policy, the Company established during the year the quarterly Health and Safety Forum which involves

employees across the whole business and from different backgrounds, experience and levels of the organisation. The diversity of

thought, demographics and perspectives brought by this group is a valuable contribution and helps shape the overall health and

safety program while also demonstrating our Diversity and Inclusion Policy in action.

The gender composition of the Company’s Directors and officers are summarised below.

30 June

2020

30 June

2019

MaleFemaleTo t a lMaleFemaleTo t a l

Directors

4/80%1/20%5/100%4/80%1/20%5/100%

Officers

1

7/ 70%3/30%10/100%5/83%1/17%6/100%

Direct reports of officers

38/63%22/37%60/100%25/66%13/34%38/100%

Rest of organisation

212/59%146/41%358/100%248/59%1 70/4 1%418/100%

To t a l

261/60%172/40%433/100%282/60%185/40%467/100%


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

2020

30 June

2019

Age compositionNumber%Number%

Under 30 years of age47116313

30 to 50 years of age1794119542

Over 50 years of age2074820945

To t a l433100467100

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 NZX Code.

GOVERNANCE AND OTHER DISCLOSURES

CORPORATE GOVERNANCE STATEMENT

(

CONT'D

)

GOVERNANCE AND OTHER DISCLOSURES

CORPORATE GOVERNANCE STATEMENT

(

CONT'D

)

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 2020 were:

CommitteeRoleMembers

Audit CommitteeAssists 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.

John Rae (Chairman)

George Adams

Grant Biel

Alan Clarke

Dianne Williams

Remuneration CommitteeAssists the Board in establishing and maintaining a strong

governance framework in respect of remuneration packages for

Directors and for the

CEO and senior management.

Dianne Williams (Chairman)

George Adams

Grant Biel

Alan Clarke

John Rae

Nomination CommitteeAssists the Board in ensuring appropriate Board performance and

composition and in appointing directors.

George Adams (Chairman)

Grant Biel

Alan Clarke

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 NZX Code.

97 — ANNUAL REPORT 2020 96

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

to 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 1 to 25.

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 NZX Code.

The Board notes that environmental and social responsibilities have always been a part of the Company’s ethos, but these

are still 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 has been developed over the 2020

financial year. In line with the strengthening of this area, a new sustainability division was established and the appointment of

a Sustainability Manager was made after balance date, with the first area of focus establishing the baseline sustainability data.

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 2021 financial year.

GOVERNANCE AND OTHER DISCLOSURES

CORPORATE GOVERNANCE STATEMENT

(

CONT'D

)

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 87 (note 9e of the notes to the

financial statements).

The total remuneration paid to the Directors for the year ended 30 June 2020 was $367,745, with the details paid to each

Director set out on page 105.

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

subject to attainment of targets. These targets include profitability and growth as well as strategy, health and safety and culture

as agreed with the CEO at the commencement of the period.

No short-term bonuses were paid or payable to the CEO for the years ended 30 June 2019 and 30 June 2020.

The remuneration of the CEO can be analysed as follows:

Year ended 30 JuneBase salary

Employer

superannuation

contributions

Other

benefits

Fixed

remuneration

2020$493,747$14,812$ 1 8 ,1 1 0$526,669

2019$493,747$14,812$ 1 7, 7 0 8$526,267

The Board is in the process of finalising 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 NZX Code.

GOVERNANCE AND OTHER DISCLOSURES

CORPORATE GOVERNANCE STATEMENT

(

CONT'D

)

99 — ANNUAL REPORT 2020 98

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 73 to 83 (see note 8 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 clearly identifying critical risks and strengthening control effectiveness for

these key critical risks. This has included physical pedestrian separation zones and upgraded plant safety features, all executed

within a cycle of continuous improvement and with the input and support of our site Health and Safety committees and our

newly established Health and Safety Forum.

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. In addition to the new position of General Manager – Health

& Safety created during the 2019 financial year, further group wide resource in health and safety has been established in

recognition of the value that strong health and safety performance creates.

The critical risk program continues, with work to develop leading and lag indicators around control effectiveness and

organisational capability slightly delayed due to the COVID-19 disruptions.

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 NZX Code.

GOVERNANCE AND OTHER DISCLOSURES

CORPORATE GOVERNANCE STATEMENT

(

CONT'D

)

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 2020 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 2020 financial year, having been automatically reappointed at the November 2019 Annual

Meeting. The last key audit partner rotation was in respect of the statutory audit for the year ended 30 June 2016.

The fees paid to KPMG for audit and non-audit work for the year ended 30 June 2020 are set out on page 59 (see note 4e 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 NZX Code.

GOVERNANCE AND OTHER DISCLOSURES

CORPORATE GOVERNANCE STATEMENT

(

CONT'D

)

101 — ANNUAL REPORT 2020 100

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 issue) and 8.3 (relating to right of shareholders to vote on major decisions which may change the nature of the issue) of

the NZX 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.

In relation to recommendation 8.5, Cavalier held a Special Meeting of shareholders on 17 September 2020 to approve the sale

and leaseback of its Auckland property. While Cavalier had intended to give shareholders at least 20 working days’ notice for the

Special Meeting and had made arrangements on this basis pursuant to recommendation 8.5 of the NZX Corporate Governance

Code, it was unable to meet that recommendation because of ongoing delays with the negotiation of the sale and purchase

agreement and requests by the purchaser for extension of time to complete due diligence.  The notice period provided complied

with the minimum period under schedule 1 of the Companies Act 1993. 

GOVERNANCE AND OTHER DISCLOSURES

CORPORATE GOVERNANCE STATEMENT

(

CONT'D

)

DIRECTORS

The Directors of the Company as at 30 June 2020 were:

George Adams

Grant Biel

Alan Clarke

John Rae

Dianne Williams

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 87 (note 9e 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 2021 is $110,200 (30 June 2020 $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 2020 were:

Alan Clarke

Beneficial

Other

300,000


Grant Biel

Beneficial

Other


8,567,642

Dianne Williams

Beneficial

Other

5,000


GOVERNANCE AND OTHER DISCLOSURES

DISCLOSURES UNDER THE COMPANIES ACT 1993

FOR THE YEAR ENDED 30 JUNE 2020

103 — ANNUAL REPORT 2020 102

INTERESTS REGISTER (CONT'D)
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 2020 were:

George AdamsApollo Brands Limited

Apollo Foods Limited

Arborgen Holdings 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

Director

Chairman and shareholder

Director

Chairman

Chairman

Director

Chairman

Director

Chairman

Grant BielAuckland 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 Clarkenib nz Limited

nib nz Holdings Limited

Clarke Family Trust

Corder Family Trust

Jennifer Nelson Family Trust

Kempthorne Family Trust

Russell Holloway Family Trust

Director

Director

Trustee and beneficiary

Trustee

Trustee

Trustee

Trustee

John RaeAbodo 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

Smart Environmental Limited

Thos Corson Holdings Limited

Wet Gisborne Limited

Provincial Growth Fund

Te Tumu Paeroa

JR Family Trust

Chairman of Advisory Board

Director

Director

Director

Director

Director and shareholder

Director

Director and shareholder as nominee

Director and shareholder

Director and shareholder as nominee

Director

Chairman

Chairman

Director

Panel Member

Member of Advisory Board

Tr u s te e

GOVERNANCE AND OTHER DISCLOSURES

DISCLOSURES UNDER THE COMPANIES ACT 1993

(

CONT'D

)

FOR THE YEAR ENDED 30 JUNE 2020

INTERESTS REGISTER (CONT'D)

General disclosures of interest (cont'd)

Dianne WilliamsDarden Limited

Darden Holdings 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 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

2020 were:

Board

Audit

Committee

Remuneration

Committee

Nomination

Committee

Other

benefitsTo t a l

George Adams$57,950$9,500–––$67,450

Grant Biel$57,950––––$57,950

Alan Clarke$121,695––––$121,695

John Rae$57,950–$4,750––$62,700

Dianne Williams$57,950––––$57,950

To t a l$353,495$9,500$4,750––$ 3 6 7, 7 4 5

1

The Directors’ fees earned reflect the 20% reduction in fees from 1 April to 30 June 2020 the Directors agreed to in response to the uncertain COVID-19

operating environment

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 2020 fall into the various brackets specified by the Companies Act 1993 is as follows:

GOVERNANCE AND OTHER DISCLOSURES

DISCLOSURES UNDER THE COMPANIES ACT 1993

(

CONT'D

)


FOR THE YEAR ENDED 30 JUNE 2020

Remuneration and value of other benefits ($) Number of employees

100,000 – 109,9998

110,000 – 119,99913

120,000 – 129,9999

130,000 – 139,9995

140,000 – 149,9991

150,000 – 159,9994

160,000 – 169,9994

170,000 – 179,9992

180,000 – 189,9992

190,000 – 199,9992

200,000 – 209,9991

210,000 – 219,999–

220,000 – 229,9991

Remuneration and value of other benefits ($) Number of employees

230,000 – 239,999–

240,000 – 249,9991

250,000 – 259,999–

260,000 – 269,999–

270,000 – 279,999–

280,000 – 289,999–

290,000 – 299,999–

300,000 – 309,999–

310,000 – 319,999–

320,000 – 329,999–

330,000 – 339,9991

520,000 – 530,0001

Total number of employees56

105 — ANNUAL REPORT 2020 104

GOVERNANCE AND OTHER DISCLOSURES
DISCLOSURES UNDER THE COMPANIES ACT 1993

(

CONT'D

)

FOR THE YEAR ENDED 30 JUNE 2020

DONATIONS

Refer to page 59 (note 4e of the notes to the financial statements).

AUDIT FEES

Refer to page 59 (note 4e 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


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 105.

GOVERNANCE AND OTHER DISCLOSURES

DISCLOSURES UNDER THE NEW ZEALAND EXCHANGE LISTING RULES

AS AT 30 SEPTEMBER 2020

ANALYSIS OF SHAREHOLDINGS

Number of

shareholders%Shares held%

Size of shareholdings

Up to 199993.238,4030.01

200 – 4991304.2444,7210.07

500 – 9992247.30155,9820.23

1,000 – 1,9995261 7.1 4721,8771.05

2,000 – 4,99980926.372,496,9943.64

5,000 – 9,99953017.283,527,1085.14

10,000 – 49,99961420.0112,253,2951 7. 8 4

50,000 – 99,999632.054,054,2265.90

Over 99,999732.3845,416,49266.1 2

3,068100.0068,679,098100.00

Location of shareholders

New Zealand2,94595.9967,227,36297.89

Australia722.35978,7431.42

Other511.66472,9930.69

3,068100.0068,679,098100.00

Shares held%

Top 20 shareholders

Marama Trading Limited9,610,71813.99

Rural Aviation (1963) Limited8,567,64212.47

Brian Edward Woolf3,000,0004.37

FNZ Custodians Limited2,897,8264.22

Gregory John Muir1,225,0001.78

New Zealand Depository Nominee Limited (Account 1 Cash Account)1,093,2291.59

Forsyth Barr Custodians Limited (1-Custody)1,033,0081.50

Fergus David Elliott Brown1,000,0001.46

F B Trustee Limited (Fergus Brown Family Account)1,000,0001.46

Ian David McIlraith1,000,0001.46

Masfen Securities Limited787,5001.15

JPMorgan Chase Bank NA NZ Branch – Segregated Clients Account735,0081.07

Percy Keith McFadzean715,0001.04

Andrew John Fleck700,0001.02

Accident Compensation Corporation637,3980.93

FNZ Custodians Limited (DTA Non Resident Account)601,7780.88

Graham James Munro and Zita Lillian Munro575,0000.84

Maarten Arnold Janssen572,5160.83

Peter William Beasley and Anne Kathryn Beasley and Kevin Harborne (Waitemata Ventures Account)500,0000.73

Device Co Pty Limited (Snedricks Super Fund Account)439,8730.64

36,691,49653.42


NZX WAIVER RELIED ON

Cavalier relied on the NZX Class Waiver from NZX Listing Rules 3.5.1 and 3.6.1, dated 3 April 2020, which provided issuers with

an additional 30 days to release their full year announcements and an additional two months for the preparation and release of

their annual report.

107 — ANNUAL REPORT 2020 106

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

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 2020 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.

GOVERNANCE AND OTHER DISCLOSURES

DISCLOSURES UNDER THE FINANCIAL MARKETS CONDUCT ACT 2013

AS AT 30 JUNE 2020

ANNUAL MEETING OF SHAREHOLDERS

Time and date2 p.m., Wednesday 23 December 2020

Venue

Online at www.web.lumiagm.com

CORPORATE CALENDAR

23 December 20202020 Annual Meeting of shareholders

31 December 2020End of 2021 half year

Mid-February 2021Announcement of 2021 half year result

Mid-March 2021 Release of 2021 half year report

30 June 2021End of 2021 financial year

Late August 2021 Announcement of 2021 annual result

End of September 2021Release of 2021 Annual Report

October 2021 Period for director nominations

GOVERNANCE AND OTHER DISCLOSURES

SHAREHOLDER INFORMATION

109 — ANNUAL REPORT 2020 108

111 — ANNUAL REPORT 2020 110
GOVERNANCE AND OTHER DISCLOSURES

TREND STATEMENT

2020

$000

2019

$000

2018

$000

2017

$000

2016

$000

2015

$000

2014

$000

Financial Performance

Operating revenue$ 11 7, 9 8 1 $135,234 $148,120 $156,120 $190,371 $215,728 $200,642

EBITDA (normalised) 2,300 7,0 76 9,998 2,572 12,275 8,517 14,609

Depreciation - owned assets (2,683) (3,479) (3,561) (3,251) (3,352) (5,862) (5,849)

Depreciation - right-of-use assets (1,779) – – – – – –

EBIT (normalised) (2,162) 3,597 6,437 (679) 8,923 2,655 8,760

Net interest expense (2,535) (1,790) (2,798) (2,936) (3,374) (3,948) (3,484)

Share of profit after tax of equity-accounted

investees (normalised)




644


1,419


797


2,670


2,034


2,044

(Loss)/Profit before income tax (normalised) (4,697) 2,451 5,058 (2,818) 8,219 741 7,320

Income tax (expense)/benefit 1,240 (572) (1,084) 962 (1,906) 454 (1,530)

(Loss)/Profit after tax (normalised) (3,457) 1,879 3,974 (1,856) 6,313 1,195 5,790

Abnormal costs (after tax) (1 7, 9 9 4) (18,659) 107 (268) (3,198) (26,910)–

(Loss)/Profit after tax attributable to share-

holders of the Company (GAAP)


(21,451)


(16,780)


4,081


(2,124)


3,115


(25,715)


5,790

Ordinary dividends paid – – – – – – (4,785)

(Loss)/Profit after dividends($21,451)($16,780)$4,081 ($2,124)$3,115 ($25,715)$1,005

Financial Position

Shareholders’ equity 33,637 54,989 72,222 6 7, 8 9 0 69,361 66,184 92,959

Loans and borrowings - term portion – 20,500 27,500 35,000 3 7,7 0 0 45,000 61,220

Term liabilities 3,696 1,618 2,029 3,728 4,461 4,938 6,363

Loans and borrowings – current portion 15,800 – 4,000 6,500 – 11,767 –

Current liabilities 16,848 22,227 2 7, 2 5 3 25,739 35,854 41,237 3 7, 5 1 8

Shareholders’ equity and total liabilities$69,981 $99,334 $133,004 $138,857 $ 1 4 7, 3 76 $169,126 $198,060

Property, plant and equipment 22,725 30,164 35,142 3 7,1 2 3 36,820 4 7, 9 1 0 63,900

Right-of-use assets 430 – – – – – –

Investment in equity-accounted investees –– 24,544 23,490 23,175 24,937 25,900

Goodwill and other intangibles – – 2,362 2,362 2,362 2,362 7,7 9 4

Deferred tax asset 600 5,456 4,971 5,532 3,496 1,388 3,107

Non-current assets 23,755 35,620 6 7,0 1 9 68,507 65,853 76,597 100,701

Cash and cash equivalents 1,276 2,724 2,111 1,255 1,200 2,834 2,375

Current assets 44,950 60,990 63,874 69,095 80,323 89,695 94,984

Total assets$69,981 $99,334 $133,004 $138,857 $ 1 4 7, 3 76 $169,126 $198,060

GOVERNANCE AND OTHER DISCLOSURES

TREND STATEMENT (CONT'D)

2020

$000

2019

$000

2018

$000

2017

$000

2016

$000

2015

$000

2014

$000

Abnormal items (after tax)

Impairment of carpet tile business assets – – – – – (9,132)–

Impairment of plant and equipment (5,095) (4,413)– – (1,573) (4,344) –

Impairment of right-of-use assets (2,094) – – – – – –

Impairment of intangible assets – (2,362) – – – (5,432)–

Impending change in legislation relating to

tax depreciation on buildings


2,940













Derecognition of deferred tax assets (12,891) – – – – (6,771) –

Restructuring costs (854) – 136 (4,542) (3,222) (711) –

Reversal of impairment of fixed assets– – 99 1,083 – – –

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)











To t al($ 1 7, 9 9 4)($18,659)$107 ($268)($3,198)($26,910) –

Incurred as part of the Group’s strategic plan to address its cost base, with the consolidation of its yarn spinning operations

in Napier, Wanganui 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 Wanganui) to a single hub at

the Napier plant;

—down-scaling of the semi-worsted yarn spinning operation in Wanganui;

—relocation of the felted yarn operation from Christchurch to Wanganui; and

—closure of the Christchurch plant.

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.

113 — ANNUAL REPORT 2020 112
GOVERNANCE AND OTHER DISCLOSURES

TREND STATEMENT (CONT'D)

2020201920182017201620152014

Financial Ratios and Summary

Use of Funds and Return on Investment

Return on average shareholders’ equity

(normalised)

( 7. 8%)3.0%5.7%(2.7%)9.3%1.5%6.2%

Basic earnings per ordinary share (normalised)(5.0c)2.7c5.8c(2.7c)9.2c1.7c8.5c

Financial Structure

Net tangible asset backing per ordinary share$0.47 $0.72 $0.94 $0.87 $0.92 $0.91 $1.19

Equity ratio48.1%55.4%54.3%48.9%4 7.1%39.1%46.9%

Net interest-bearing debt : equity ratio30:7024:7629:7137:6334:6645:5539:61

Net interest cover (normalised) (times) N/A 2.0 2.41.54.41.52.5

Return to Shareholders

Dividends paid per ordinary share

(excluding supplementary)

– – – – – – 7.0 c

Dividend imputation – – – – – – 100%

Ordinary dividend cover (normalised) (times) – – – – – – 1.2

Supplementary dividends paid per

ordinary share

– – – – – – 1.24c

Share Price

30 June$0.22 $0.32 $0.62 $0.35 $0.76 $0.36 $1.33

52 week high$0.38 $0.68 $0.63 $0.95 $0.77 $1.36 $2.03

52 week low$0.16 $0.31 $0.27 $0.33 $0.35 $0.31 $1.33

Market Capitalisation ($000)

30 June$15,109 $21,977 $42,581 $24,038 $52,196 $24,724 $91,343

Capital Expenditure and Depreciation

($000)

Capital expenditure$2,119 $4,705 $1,622 $2,123 $2,076 $2,564 $2,494

Depreciation - owned assets$2,683 $3,479 $3,561 $3,251 $3,352 $5,862 $5,849

Depreciation - right-of-use assets$1,779 – – – – – –

GOVERNANCE AND OTHER DISCLOSURES

TREND STATEMENT (CONT'D)

GLOSSARY OF FINANCIAL TERMS

EBITDA Earnings before interest, tax, depreciation and amortisation

EBIT Earnings 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 assets Total assets less total liabilities

USE OF FUNDS AND RETURN ON INVESTMENT

Return on average shareholders’ equity Profit/(Loss) after tax (normalised)

(normalised) Average shareholders’ equity

Basic earnings per ordinary share Profit/(Loss) after tax (normalised)

(normalised) Weighted average number of ordinary shares on issue during the year

FINANCIAL STRUCTURE

Net tangible asset backing Net assets less goodwill and other intangibles

per ordinary share Number of ordinary shares on issue at balance date

Equity ratio Shareholders’ equity

Shareholders’ equity and total liabilities

Net interest bearing debt : equity ratio Interest-bearing debt less cash and cash equivalents : Shareholders’ equity

Net interest cover EBIT (normalised) plus dividends received from equity-accounted

(normalised) investees grossed up for imputation

Net interest expense

RETURN TO SHAREHOLDERS

Ordinary dividend cover Profit/(Loss) after tax attributable to shareholders of the Company (normalised)

(normalised) Ordinary dividends paid

115 — ANNUAL REPORT 2020 114
GOVERNANCE AND OTHER DISCLOSURES

DISCLOSURE OF NON-GAAP FINANCIAL INFORMATION

The Directors acknowledge that the Annual Report, including the Trend Statement from pages 110 to 113, 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, which 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,

and impairment) 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 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 below);

–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’.

RECONCILIATION OF GAAP-COMPLIANT TO NON-GAAP-COMPLIANT MEASURES OF PROFIT/LOSS AFTER TAX

YEAR ENDED 30 JUNE 2020 YEAR ENDED 30 JUNE 2019

GAAP

$000

Adjustments

$000

Normalised

$000

GAAP

$000

Adjustments

$000

Normalised

$000

Revenue$ 11 7, 9 8 1 – $ 11 7, 9 8 1 $135,234 – $135,234

EBITDA (8,872) 11,172 2,300 (1,415) 8,491 7,0 76

Depreciation - owned assets (2,683) – (2,683)(3,479) – (3,479)

Depreciation - right-of-use assets (1,779) – (1,779) – – –

EBIT (13,334) 11,172 (2,162) (4,894) 8,491 3,597

Net interest expense (2,535) – (2,535) (1,790) – (1,790)

Share of profit after tax of equity-accounted

investees


– – – 644 – 644

Loss on sale of interest in, and property held

by, equity-accounted investees

– – – (11,884) 11,884 –

(Loss)/Profit before tax (15,869) 11,172 (4,697) (17,924) 20,375 2,451

Tax benefit/(expense) (5,582) 6,822 1,240 1,144 (1,716) (572)

(Loss)/Profit after tax (21,451) 1 7, 9 9 4 (3,457) (16,780) 18,659 1,879

Abnormal net loss after tax (1 7, 9 9 4) (1 7, 9 9 4)

(18,659) (18,659)

(Loss)/Profit after tax (GAAP) – ($21,451) – ($16,780)

Analysis of abnormal items



(Loss)/Profit

before tax

$000




Tax effect

$000



(Loss)/Profit

after tax

$000



(Loss)/Profit

before tax

$000




Tax effect

$000



(Loss)/Profit

after tax

$000

Restructuring costs (1,186) 332 (854) – – –

Impairment of plant and equipment ( 7,0 7 7 ) 1,982 (5,095) (6,129) 1,716 (4,413)

Impairment of right-of-use assets (2,909) 815 (2,094) – –

Impending change in legislation relating to tax

depreciation on buildings


– 2,940 2,940 – –

Derecognition of deferred tax assets – (12,891) (12,891) – –

Impairment of goodwill – – – (2,362)– (2,362)

Loss on sale of interest in, and property held

by, equity-accounted investees

– – – (11,884) – (11,884)

($11,172)($6,822)($ 1 7, 9 9 4)($20,375)$1,716 ($18,659)

Calculation of basic and diluted (loss)/earnings per share under

GAAP and non-GAAP measures of profit/loss after tax

Year ended 30 June 2020

GAAP-compliant reported

(loss)/profit after tax

Reverse abnormal

items (net of tax)

Non-GAAP-compliant normalised

(loss)/profit after tax

Loss attributable to shareholders ($000)($21,451)$ 1 7, 9 9 4 ($3,457)

Weighted average number of ordinary shares 68,679,098 68,679,098

Loss per share (basic and diluted) (cents) (31.2) (5.0)

Year ended 30 June 2019

(Loss)/Profit attributable to shareholders ($000)($16,780)$18,659 $1,879

Weighted average number of ordinary shares 68,679,098 68,679,098

(Loss)/Earnings per share (basic and diluted) (cents) (24.4) 2.7

GOVERNANCE AND OTHER DISCLOSURES

DISCLOSURE OF NON-GAAP FINANCIAL INFORMATION (CONT'D)

116
CORPORATE DIRECTORY

BOARD OF DIRECTORS

George Adams DipFSA(Hons), FCA, CFInstD

Independent

Chairman of the Board of Directors

Chairman of Nomination Committee

Member of Audit and Remuneration Committees

Grant Biel

B.E. (Mech.)

Non-independent

Member of Audit, Remuneration and Nomination Committees

Alan Clarke

B.Sc.(Hons), MBA, CFInstD

Independent

Member of Audit, Remuneration and Nomination Committees

Paul Izzard

BA (Hons) Interior Design

Independent

Member of Audit and Remuneration Committees

Appointed 20 November 2020

John Rae

B.Com., LLB, CMInstD

Independent

Chairman of Audit Committee

Member of Remuneration and Nomination Committees

Dianne Williams

B.Com., MBA, CMInstD

Independent

Chairman of Remuneration Committee

Member of Audit 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 Zealand

National Australia Bank Limited

CORPORATE

General Manager Health and Safety

Kirstine Hulse

Group Financial Controller

Linda Arbuckle

Group Information Services Manager

Trevor Jones

Transformation Manager

Karen Urwin

CARPET OPERATION

General Manager New Zealand Sales

Dean Chandler

General Manager Marketing

and International Operations

Rochelle Flint

Auckland Carpet Tufting Plant Manager

Jason Howearth

Napier Yarn Spinning Plant Manager

Karl Thin

Whanganui Yarn Spinning Plant Manager

Andrew Karl

WOOL OPERATION

General Manager Wool Acquisition

Shane Eades

WEBSITES

Corporate

cavcorp.co.nz

Carpet Operation

bremworth.co.nz

bremworth.com.au

Wool Operation

elcodirect.co.nz

Share Registrar

computershare.co.nz/investorcentre

Cavalier Corporation Limited
7 Grayson Avenue, Auckland 2104

P O Box 97040, Auckland 2241

Telephone: 64-9-277 6000

Facsimile: 64-9-279 4756

www.cavcorp.co.nz

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.

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