Release of FY24 Annual Report
ANNUAL REPORT 2024
POSITIONED
FOR GROWTH
1
“Our purpose is to find a more
sustainable way.”
GREG SMITH - CEO
COMPANY PROFILE
Bremworth, a broadloom carpet and rug manufacturing business,
has been synonymous with quality for over 60 years. The company
has developed a unique ability to innovate with natural materials
and aims to make homes more desirable, healthier and sustainable.
With a dedicated team of 255, Bremworth is focussed on the key
markets of New Zealand and Australia. To support its production
in Whanganui, Napier and Auckland, the company has developed
a new external supply chain, designed to insulate the business
against future shocks and enable it to scale quickly.
Bremworth’s wool-buying division Elco Direct, with its own
dedicated team of 30, is one of the country’s largest buyers of the
natural fibre, purchasing thousands of tonnes at the farm gate each
year. Established more than 50 years ago, the company has wool
stores based in Cambridge, Taumarunui, Raetihi and Whanganui.
With a philosophy based on providing a competitive price and
unequalled service to farmers, Elco Direct has an established,
extensive, and growing customer base throughout the North Island.
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3
CONTENTS
Results at a glance 5
Chair & CEO letter 7
People, safety & wellbeing 10
Board of Directors 16
Leadership team 18
Supply chain 20
Brand 23
Product & partnerships 26
Sustainability & R&D 28
Consolidated financial statements 30
Governance and other disclosures 92
On behalf of the Board and management of
Bremworth Ltd, we are pleased to present the
Annual Report for the year ended 30 June 2024.
George Adams
Chair
27 September 2024
Greg Smith
Chief Executive Officer
Bremworth reported a profit of $4.6 million after tax for the year
ended June 30, 2024, down from $10.7 million the previous year.
The decline was largely due to Cyclone Gabrielle’s impact, including
flooding at the Napier yarn plant, which led to reduced inventory
levels and a $9.4 million drop in revenue. Despite these challenges,
Bremworth’s wool-buying division saw growth. The company
has rebuilt its inventory and aims to expand into export markets,
with plans to resume dividend payments by 2026.
Established
NEW HYBRID
SUPPLY CHAIN,
taking our key
product availability
from a low of 30%
in Q3 FY24 to over
90% in Q1 FY25.
Assessed and
re-aligned our
cost structure
to meet our new
business model;
consolidating our
warehouse facilities
and injecting global
manufacturing
expertise.
Continued
investment in
R&D resulted in
strong product
pipeline with
commercialisation
of 4 NEW
PRODUCTS Q1
FY25
GREW
ELCO DIRECT
VOLUME 28%
as we took
greater share
of wool clip.
FY24 RESULTS
OPERATING REVENUE
$80.3m
-10% | FY23 $89.7m
CARPET & RUGS REVENUE
$ 5 7.1 m
-20% | FY23 $71.5m
24.3%
GROSS MARGIN
$4.6m
-57% | FY23 $10.7m
NET PROFIT AFTER TAX
$23.2m
+28% | FY23 $18.2m
ELCO DIRECT
REVENUE
NUMBER OF YARN
SUPPLY SITES
FY23 27.6%
$26.5m
FY23 $35.5M
4
5
0
5
10
15
20
25
30
Finished Goods
Work in Progress
Raw Materials
FY23FY22
3030
FY24
Inventory profile
Revenue by region
Australia ($27.3m)
New Zealand ($51.3m)
North America ($1.7m)
Value of inventory ($m)
RESULTS AT A GLANCE
INSURANCE PROCEEDS
FY23: 3
7
INVESTMENT IN R&D
1
$2.9m
+28% | FY23 $2.3m
1
Gross of Government grants $0.5m (FY23 $0.4m)
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7
CHAIR & CEO LETTER
“We’ve built a solid foundation
to accelerate growth.”
GEORGE ADAMS - CHAIR
Supply chain transformation
FY24 was a year of transition and evolution
for Bremworth. The ongoing impact of
Cyclone Gabrielle cast a long shadow over the
performance of our carpet business throughout
the 2024 financial year.
With our Napier facility still largely offline
following the impact of Cyclone Gabrielle, we
have built a new hybrid supply chain, a critical
step towards reducing our business interruption
while laying down a solid foundation for
adaptability, future risk mitigation and growth.
The establishment of external supply lines using
four new partners to complement our existing
operations has been a significant undertaking.
With this process largely completed and our new
capability online towards the end of the period,
we are launching four new ranges, expanding in
existing markets and exploring new geographies
as interest in woollen flooring grows.
To complement this new hybrid supply chain,
we have steps underway to restore our unique
yarn-making capability at Napier. This plant made,
and will ultimately continue to make, innovative
yarns that are hard to recreate anywhere else
in the world, so a staged reinstatement of
machinery will enable us to innovate and scale
distinctive ranges, which are critical to our brand
and profitability.
In the meantime, we have reinstated our dye
house in Napier to improve quality control, to
make the supply of 100% dyed New Zealand wool
for our Whanganui spinning plant more efficient,
and to provide the critical resource needed to
better enable our research and development
programme. In addition, we have also reinstated a
yarn twisting machine, and reinstatement work on
one of our continuous yarn finishing lines is about
to commence. We have also invested in capacity
and utilisation improvements in Whanganui to
increase local production and speed to market.
FY24
REVIEW
CHAIR & CEO LETTER
8
Elco Direct
Our wool-buying business grew market share
in FY24, improving volumes, revenue, and
profitability. This was underpinned by a new
10-year contract being offered to farmers to better
support them and the industry. These contracts aim
to provide price stability and sustainable returns for
growers, and secure quality, volume, and margin
for Bremworth.
Positive outlook
In FY24 we have laid solid foundational blocks
for sustainable profitability. We have developed
our new hybrid supply chain, reset our baseline
cost structure, strategically invested in our brand,
customer experience, R&D and technology. We
have realigned and restructured our people lineup
to ensure that we have the right capacity, expertise
and agility in place to optimise the opportunities
before us.
A return to dividend payments is expected by 2026,
or possibly sooner, due to improved operating
performance and structural changes made in FY24.
We are also immensely grateful for the support of
our investors, customers and suppliers who have
stood beside us as we navigated a challenging
post-cyclone rebuilding of our business.
George Adams, Chair
Greg Smith, Chief Executive Officer
Strategic review outcome
We are pleased to update shareholders on
the outcome of the strategic review which was
conducted earlier this year by external advisors
in collaboration with management. The review
identified key areas to drive a sustainable,
profitable, and growing business.
• Maximise the value of Bremworth’s vertically
integrated hybrid supply chain - We have
partnered with new offshore suppliers to boost
our capabilities and stabilise the production
of high-quality woollen products at scale.
We have also reintroduced essential in-house
equipment in phases to our Napier facility
and will continue to do so.
• Increase scale in key geographies - Australia
remains a core market with significant growth
potential. Although supply chain disruptions
following Cyclone Gabrielle impacted
production, our broadened supply chain now
allows us to meet demand in this market. We
will continue to expand in Australia and explore
early-stage opportunities in the United States,
with updates to follow.
• Expand product offerings - The strategic
review endorsed our focus on expanding
Bremworth’s range of premium products to
reach new customer segments. The Board
is pleased with the latest range, which has
received overwhelmingly positive feedback
across all markets.
• Enhance the consumer experience - While
retail partnerships remain our core market
route, the launch of Bremworth’s experience
store in Auckland has increased direct customer
engagement. The strategic review also identified
growth potential in our direct-to-consumer rugs
business, which we will continue to invest in.
Insurance
Cyclone Gabrielle-related insurance income in
FY24 totalled $26.5 million (FY23 $35.5 million),
taking insurance proceeds received to date to
$62.0 million. A key focus for management has
been the complex insurance settlement for material
damage to our Napier plant. Pleasingly, Bremworth
has met all its obligations regarding assessments,
reporting and analysis. We look forward to
reaching an agreement with insurers on the value
required to re-instate our Napier plant and we
expect to update shareholders in Q2 of FY25.
Deep appreciation for our team
We would like to extend our heartfelt thanks to
our exceptional teams who have demonstrated
capability, resilience and determination as we
worked to recover from the impact of Cyclone
Gabrielle. It is only through their efforts that we
have been able to manage customer expectations,
establish a new hybrid supply chain to reduce
business interruption, while also working through
complex insurance claims for the Napier site.
FY24 result
Bremworth’s net profit after tax fell from
$10.7 million to $4.6 million in the year ended
30 June 2024 (FY24). Annual revenue also
declined $9.4 million to $80.3 million - impacted
heavily by cyclone-depleted inventory levels and
the challenges faced in accessing suitable yarn
supply at the start of the period.
The company is unencumbered by debt, and
its end-of-year cash balance of $31.6 million is
$7.7 million down from the previous year, as we
invested to lift inventory by $8.2 million to $29.3
million to better meet customer expectations.
9
GREG SMITH - CEO
PEOPLE, SAFETY & WELLBEING
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11
Our culture helped us navigate the ongoing disruption of Cyclone Gabrielle.
When this weather event hit we had the knowledge, leadership skills, grit
and determination required to manage the impact on our business. As we
look beyond the challenges presented by the cyclone we have realigned
our teams to meet the needs of the new business model with
growth in mind. Below are our key areas of focus:
OUR PEOPLE
Culture
Continue to enhance our
culture by seeking and acting
on our people’s feedback, to
help them perform at their best
and stay connected to each
other and our purpose
and values.
Safety and wellbeing
Continue to help our people
strengthen their safety
and wellbeing mindset to
promote a culture of care
where everyone thrives.
Capability and development
Continue to invest in and grow our
people to build a strong pipeline
of talent to ensure we have
the leadership and operational
capabilities needed to grow the
business and deliver optimal
customer outcomes.
“The fabric of our success is woven from hard work and commitment,
and I am so happy to be a part of the Bremworth team.”
ADRIAN SUNDMAN – CARDING LEADING HAND
People practices
Continue to review and
optimise our core people
processes to attract, retain
and develop talent, foster a
positive work environment,
and align team goals with our
organisational objectives.
PEOPLE, SAFETY & WELLBEING
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PROTECTING
OUR PEOPLE
To keep safety and wellbeing top of mind we continued to build capability, particularly
within our leadership teams, factory staff and Elco Direct employees, who are exposed
to risk due to the nature of their roles. To further enhance safety, we rolled out machine
guarding at our Auckland and Whanganui plants, and improved our safety barriers
and walkways in Auckland. We track lead indicators, and to gain insights on our
behaviours and safety mindset we are also updating our safety reporting
software to maximise the capabilities this tool provides.
“I love working at Bremworth. The management look after us,
they make sure we’re working in a good environment.”
MINA BELL - TUNER AND MACHINE MECHANIC
Bremworth’s system to reduce harm includes:
Policies
Our policies aim to reduce harm through the implementation of
guidelines specifically designed to proactively remove/minimise risks,
while also fostering a culture of safety, wellness and accountability.
Procedures
We have established clear, actionable steps that promote the safety
and wellbeing of our people. These include consistent protocols
such as incident reporting and emergency response procedures.
Risk assessment
We have identified our key risks and have implemented controls to
reduce those risks.
Training and education
We provide comprehensive training and education that equips our
employees with the knowledge and skills to uphold safety standards,
respond effectively to emergencies, and foster a culture of continuous
improvement and wellbeing.
Emergency preparedness
We have implemented thorough plans to ensure we have a swift,
coordinated response to emergencies to minimise harm and
safeguard staff onsite.
Reporting and investigation
We have reporting and investigation processes that encourage
transparency, timely incident reporting and thorough investigation
so the business can learn and prevent reoccurrences in the future.
PEOPLE, SAFETY & WELLBEING
15
CELEBRATING
OUR EXPERIENCE
As of 30 June 2024, Bremworth had 285 people across New Zealand
and Australia working in our carpet, rug and wool procurement businesses,
with oversight provided by a Board comprising five independent Directors.
The team’s belief in and passion for wool is demonstrated by the 37%
of our people who have worked with us for more than 15 years. Each month we
celebrate the expertise that sits within our teams at our town hall meetings.
“I’ve been in the woollen carpet industry for over 30 years
and I think Bremworth makes the best carpets.”
TERENCE AKROYD - PRODUCT DESIGNER
The majority of our people have between six and 15 years of service,
with a significant proportion also serving more than 30 years.
Years of service
11%
16%
26%
8%
31%
8%
14
< 1 year
1 < 5 years
5 < 10 years
10 < 15 years
15 < 30 years
30 years +
BOARD OF DIRECTORS
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PROGRESSING
GROWTH
George Adams
Independent Chair
George Adams is an
independent Director
and was appointed to the
Board in 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 30 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.
Our committed and experienced Board provides effective strategic
leadership and governance oversight, ensuring the company remains
agile and innovative to drive long-term growth and sustainability.
Katherine Turner
Independent Director
Katherine Turner is an independent
Director and is the newest member
of the Board, joining in February
2022. She was appointed Chair of
the Board’s Audit Committee at the
same time and is a member of the
Board’s Remuneration Committee.
Katherine is a highly regarded and
respected leader and qualified
Chartered Accountant. She has
a depth of financial, commercial
and sustainability expertise across
manufacturing and primary sectors,
and a wealth of experience taking
New Zealand products to the world.
Grant Biel
Director Emeritus
Our inaugural Director Emeritus
Grant Biel is a pivotal player
in Bremworth’s history. With
employment at Bremworth
dating back to 1964, his passion
for mechanical engineering was
established early. Co-founding
Cavalier Carpets alongside Tony
Timpson, Grant and Tony would go
on to acquire the original Bremworth
business, creating the dream team in
the carpet sector. The deep expertise
and heritage created by Grant and
Tony are invaluable to the history
and future of Bremworth.
John Rae
Independent Director
John is an independent Director and
joined the Board in July 2015. Since
then, he has at various times been
Deputy Chair of the Board and
also Chair of both the Audit and
Remuneration Committees. John has
degrees in both law and commerce and
had a successful international career as
a CEO in the finance sector, which has
evolved into becoming an experienced
chair and director across a range
of industries over the past 30 years.
His specialisation is in governance of
entities facing challenging situations
and transformations, and shareholder
transition and succession.
Paul Izzard
Independent Director
Paul Izzard is an independent Director
and joined the Board in November
2020. Paul is founder and director
of Izzard Design, a leading interior
design business in New Zealand. Over
almost 20 years, he has completed
more than 300 projects in residential
and commercial design. Paul’s industry
knowledge and networks, as well as
his business leadership experience,
are considered valuable attributes
as Bremworth transforms to being a
global leader in designing and creating
desirable, sustainable, safe and high
performing natural interior solutions.
Dianne Williams
Independent Director
Dianne Williams is an independent
Director and joined the 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.
LEADERSHIP TEAM
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19
NEW TALENT
FOR TOMORROW
“We changed our executive leadership team to focus and enhance
our existing capability, and bring in new skills and fresh
thinking aligned to our business strategy.”
GREG SMITH - CEO
Rochelle Flint
Chief Brand and Product Officer
Rochelle has, at various times since
joining Bremworth in April 2014, been
responsible for marketing, sales and
product development.
With her appointment to her new role
of Chief Brand and Product Officer in
June 2024, Rochelle now has overall
responsibility for brand, product
and sustainability.
Greg Smith
Chief Executive Officer
CEO since July 2021, Greg has
extensive experience in growing
international markets and omni-
channel businesses, as well as leading
and nurturing large teams, through
roles with Icebreaker Merino Clothing
and Michael Hill International.
Greg’s responsibilities include
company strategy, execution and
opportunities, while also creating
a high-performing culture and
enhancing our existing capability.
Shane Eades
General Manager Elco Direct
GM Elco Direct since August 2016,
Shane has overall responsibility
for the Elco Direct farm gate
wool procurement business.
Shane joined Elco Direct in June
1992 as manager of the Elco
Direct Raetihi branch.
Nicola Simpson
Chief Operating Officer
Nicola joined Bremworth
in February 2024 as COO,
with overall responsibility
for all aspects of our supply,
planning, manufacturing, health
and safety and people, and
to create alignment and focus
across all these disciplines.
Nicola was previously COO at
Icebreaker Merino Clothing and,
more recently, held senior roles
at TVNZ and Fletcher Building.
Dean Chandler
General Manager Global Sales
Dean joined Bremworth in June
2013 in sales, before going on
to lead our Australasian carpet
sales operations.
Dean currently has overall
responsibility for all revenue and
sales service functions following
his appointment as GM Global
Sales in June 2024.
Mandy Tomkins-Dancey
Chief Financial Officer
Mandy started with Bremworth in
March 2024, bringing with her in-
depth experience gained over the
past 27 years in senior finance roles in
global manufacturing and distribution
companies in New Zealand, Australia
and the USA.
In her role as CFO, Mandy provides
oversight over all aspects of our finance
and administration functions while also
supporting Bremworth with the strategic
financial guidance we need to grow.
SUPPLY CHAIN
20
SECURING OUR
SUPPLY CHAIN
Supply chain
In February 2023, Cyclone Gabrielle caused
extensive flooding and severely damaged
Bremworth’s Napier plant. With the plant forced
offline, Bremworth’s ability to meet demand was
heavily impacted.
The Napier dyehouse which supplied 100%
of dyed fibre for our Whanganui and Napier
plants has now been reinstated.
We have found alternative manufacturing
partners while also undertaking the staged
reinstatement of our Napier plant to protect
the ongoing viability of the business. This new
hybrid supply chain will insulate the business
from potential future shocks and enable us to
scale production to support growth.
We have rebuilt our inventory position.
While it has been very challenging to source
yarn at the quality required, we did achieve
an $8.2 million stock build versus 30 June
2023 which strengthened our ability to meet
customer demand and expectations for FY25.
Our planning team has reshaped our inventory
profile to build a yarn bank, allowing us to
respond rapidly to customer demand, while
maintaining balance in our inventory levels.
This will support Bremworth’s participation in
large commercial developments, expansion
in Australia and potential entry into other
global markets.
Strategic sourcing principles
We will continuously review and refine our
supply chain in line with our core strategic
sourcing principles, which seek to deliver
the highest quality end product for our
customers and build partnerships with
like-minded suppliers.
• Narrow and deep - We seek a small
number of mutually beneficial long-term
partnerships with aligned values and ways
of working.
• Enhance our quality - We onboard
supply partners that deliver to our
exact standards and strengthen our
customer promise.
• Capability and innovation - Supply
partners must elevate and expand our
capabilities and innovation potential.
• Sustainable supply - Sustainable
procurement is essential, supporting
People, Planet and Prosperity.
• Supply chain resilience - Build supply
chain resilience and diversification
to ensure continuity of supply and
customer satisfaction.
• Market access - Enhance market access
and expedite speed-to-market.
Amplifying wool
We only use 100% New Zealand wool in
our carpets and rugs because we believe it
is the best fibre for our customers and the
environment. Wool is not only natural, renewable
and biodegradable, it’s also brilliant for design
innovation and overall performance on the floor.
• Naturally white - NZ provides the perfect
environment for sheep to grow beautifully
clean, white fibres, allowing us to achieve
exceptional colours in our products.
• Natural inherent properties – Wool is soft,
durable, stain resistant, and is odour and
fire resistant.
In 2023, we began to offer 10-year strong wool
contracts through Elco Direct, our wool-buying
subsidiary, which helps improve long-term
outcomes for farmers. The benefits of this
model include:
• Security of supply - Long-term contracts
protect our business, ensuring supply of
high-quality, NZ strong wool.
• Financial security for farmers - Reduces
farmers’ exposure to volatile wool prices.
• Direct relationship with farmers - Helps
us understand the community so we can
develop practices that are mutually beneficial.
• Support of animal welfare - Work with
farmers that have NZFAP accreditation to
ensure our growers adhere to a high level of
animal welfare practices.
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23
BRAND
NZ'S MOST
TRUSTED
CARPET BRAND
Results from our annual brand health survey tracking 300+
New Zealanders aged 35+ who are in the market for flooring
or who have purchased recently.
NEW ZEALAND'S MOST TRUSTED
CARPET BRAND
Reader’s Digest approached approximately 1,700 New Zealand consumers
to ask their opinions on what brands of products and services are important to
them. Respondents also had to explain why they chose the brand they did for the
Most Trusted Brand in each category. Responses about Bremworth included:
“A name I associate with high quality carpets”
30-39 FEMALE, WAIKATO
“Long standing, long-lasting product with great customer service.”
50+ MALE, BAY OF PLENTY
2014-2024
C
a
r
p
e
t
s
C
a
r
p
e
t
s
Consideration for wool carpet is at 70%, the highest of all carpet fibres.*
38%
UNPROMPTED
BRAND AWARENESS
36%
BRAND
PREFERENCE
*Source: TRA 2024 brand tracking research
Bremworth continues to lead in the carpet category for brand awareness,
consideration, and brand preference
BRAND
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25
NEW BRAND
EXPERIENCE
STORE
In November 2023, we unveiled our first Bremworth brand
experience store, which was named as a finalist in the Retail Division of the
2024 New Zealand Interior Awards. Located in Parnell, Auckland, this store is
a first for the industry and is a part of a trial omni-channel strategy that aims to
bring us closer to the end consumer as we look to refine our offer and grow our
business. While still in its infancy, we have received positive feedback
to date and are closely monitoring store performance.
“We’ve crafted an immersive sanctuary for our clientele,
a space that not only inspires creativity but also fosters
a seamless flooring selection process and a deep
connection with the Bremworth Brand.”
ROCHELLE FLINT - CHIEF BRAND AND PRODUCT OFFICER
PRODUCT & PARTNERSHIPS
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27
SHOWCASING
WOOL INNOVATION
Our commitment to demonstrating the aesthetic potential of wool
has seen us partner with inspiring industry innovators.
Objectspace Gallery Partnership
We were proud to partner with Objectspace
Gallery for the Pohewa Pāhewa exhibition,
which featured our Charmeuse rug in Clay.
The exhibition celebrated Māori design as a
balance of radical innovation and consideration
of critical knowledge gifted by our tupuna.
Objectspace is New Zealand’s leading gallery
dedicated to the fields of design, craft
and architecture.
Product
Product innovation is vital to our brand and to
drive growth, keep us competitive and meet
the evolving needs of our customers.
Cyclone Gabrielle severely impacted our
innovation pipeline as this relied on the
expertise of the Napier team and a fully
functioning plant. With this in mind,
we had no choice but to work with
alternative yarn suppliers and create
a new innovation pipeline.
We successfully commercialised four new
product ranges in FY24 for launch in early FY25.
These products have been designed to improve
margins, elevate the physical representation of
the brand, and create excitement in the market
to ultimately drive demand and growth.
Wool in Education
We launched a Wool in Education initiative,
which aims to encourage government
departments and schools to support our
local farming communities and raise awareness
of the benefits of having wool flooring under
our children.
Auckland University of Technology
Industrial Design
Bremworth had the privilege of engaging with
designers of tomorrow through the AUT Industrial
Design Year 2 course, where students designed
products and systems working with waste wool
from our Whanganui plant. Congratulations to all the
students for their exceptional work, and special thanks
to lecturers Jyoti Kalyanji and Daniel Collings, as well
as our industry partners: Wisewool, Autex Acoustics
New Zealand, and WoolWorks New Zealand.
Oli Booth Architecture
We showcased Oli Booth’s unique home in the
Auckland suburb of Grey Lynn. Oli took advantage of
the beautiful views that the 280-square-metre section
had to offer, maximising the use of the space and
created a beautifully designed 2-bedroom home
for his family to love.
Oli chose Samurai Pyua carpet for their bedrooms,
and an Untouched rug for softness and calm in the
living areas.
“Natural materials were important when
designing our home, so the use of timber panels
throughout and Bremworth wool carpet and rug
floor coverings made sense.” says Oli Booth.
SUSTAINABILITY & R&D
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29
PRIORITISING
SUSTAINABILITY
Circularity
Innovating good quality, commercially
viable alternatives for the remaining synthetic
materials used to manufacture our products
remains a focus as we work towards circularity.
In the meantime, we have progressed our
aspiration to improve compostability through
transitioning away from metal containing dyes,
which is better for people and the planet. Our
goal is to fully transition out of metal containing
dyes by the end of FY25. All changes to our
products are about preserving the integrity of
the raw materials, so that they can be kept in
use or returned to the earth at the end of the
product lifecycle.
We continue to work with our supply chain
to improve our material transparency
and traceability.
We are committed to driving sustainable
change through innovation and a deep respect
for the planet.
Central to our mission is a challenge to close
the loop and rethink our use of resources, and
how we can reduce our environmental impact.
By embracing this approach, we are working
towards our products and processes and
contributing to a circular economy, where
materials are continuously cycled back into
use, minimising waste and preserving
natural resources.
We have partnered with Government, research
partners, and industry thought leaders to help
us with our R&D and support this sustainability
evolution.
Climate change
Our decarbonisation pathway has been
interrupted by the significant impact of Cyclone
Gabrielle on the Napier plant. With this in mind,
we are recalibrating our decarbonisation pathway
to allow for our new hybrid supply chain, with a
greater focus on working with our supply partners
to reduce our emissions.
We have continued to have our carbon inventory
verified by third party provider Toitū, which
includes determining our new baseline to account
for the change in scope for our new hybrid supply
chain model.
“My passion is around science and using that science
to make a difference in the world.”
TRACY CHEN - SUSTAINABILITY MANAGER
Proudly partnering with:
3031
CONSOLIDATED
FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
3233
CONSOLIDATED FINANCIAL STATEMENTS
DIRECTORS' RESPONSIBILITY STATEMENT
32
CONTENTS
33 Directors’ Responsibility Statement
34 Independent Auditor’s Report
39 Consolidated Statement of Profit or Loss
40 Consolidated Statement of Comprehensive Income
41 Consolidated Statement of Changes in Equity
43 Consolidated Statement of Financial Position
44 Consolidated Statement of Cash Flows
46 Notes to the Consolidated Financial Statements
46 1. Company information
46 2. General information relating to preparation of consolidated financial statements
49 3. Cyclone Gabrielle
53 4. Financial performance
53 4a. Segment performance
55 4b. Earnings per share
56 4c. Revenue from contracts with customers
57 4d. Other income and gains
57 4e. Administration expenses
57 4f. Personnel expenses
58 4g. Government grants
59 4h. Finance costs
59 4i. Income tax
62 5. Capital and funding
62 5a. Capital management
62 5b. Share capital, dividends and reserves
64 5c. Banking facilities and loans and borrowings
65 6. Assets employed
65 6a. Property, plant and equipment
69 6b. Capital commitments
69 7. Working capital
69 7a. Cash and bank
70 7b. Trade receivables, other receivables and prepayments
70 7c. Inventories
71 7d. Trade payables and accruals
71 7e. Employee entitlements
72 8. Risks and financial instruments
83 9. Others
83 9a. Leases
85 9b. Share-based payment
87 9c. Provisions
88 9d. Contingent liabilities
88 9e. Related parties
90 9f. Operating subsidiaries of the Group
90 9g. Events after balance date
91 9h. Climate-related disclosures
91 9i. Standards, interpretations and amendments to standards
DIRECTORS' RESPONSIBILITIES
The Directors are responsible for the preparation of the
consolidated financial statements of Bremworth Limited
and subsidiaries (“the Group”). The Directors discharge this
responsibility by ensuring that the consolidated financial
statements comply with Generally Accepted Accounting
Practice and fairly present 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 consolidated financial statements are
appropriate, consistently applied, and supported by
reasonable estimates and judgements. 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 consolidated 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
consolidated financial statements.
CONSOLIDATED FINANCIAL STATEMENTS
The Directors present, on pages 39 to 91, the consolidated
financial statements for the year ended 30 June 2024.
These audited consolidated financial statements were
authorised for issue by the Directors on 28 August 2024
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 Bremworth Limited
T H G Adams
Chair of the Board of Directors
K M Turner
Chair of the Audit Committee
CONSOLIDATED FINANCIAL STATEMENTS
3435
CONSOLIDATED FINANCIAL STATEMENTS
INDEPENDENT AUDITOR'S REPORT
CONSOLIDATED FINANCIAL STATEMENTS
INDEPENDENT AUDITOR'S REPORT (CONT'D)
To the shareholders of Bremworth Limited
OUR OPINION
In our opinion, the accompanying consolidated financial statements of Bremworth Limited (the Company), including its
subsidiaries (the Group), present fairly, in all material respects, the financial position of the Group as at 30 June 2024, its
financial performance and its cash flows for the year then ended in accordance with New Zealand Equivalents to
International Financial Reporting Standards (NZ IFRS) and International Financial Reporting Standards Accounting
Standards (IFRS Accounting Standards).
What we have audited
The Group’s consolidated financial statements comprise:
—the consolidated statement of financial position as at 30 June 2024;
—the consolidated statement of profit or loss for the year then ended;
—the consolidated statement of comprehensive income for the year then ended;
—the consolidated statement of changes in equity for the year then ended;
—the consolidated statement of cash flows for the year then ended; and
—the notes to the consolidated financial statements, comprising material accounting policy
information and other explanatory information.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and International
Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s responsibilities
for the audit of the consolidated financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
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) (PES 1) issued by the New Zealand
Auditing and Assurance Standards Board and the International Code of Ethics for Professional Accountants (including
International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code),
and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Other than in our capacity as auditor we have no relationship with, or interests in, the Group.
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 of the current year. These matters were addressed in the context of our audit of the
consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
DESCRIPTION OF THE KEY AUDIT MATTERHOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Insurance claims and proceeds
As disclosed in notes 2g and 3 in the consolidated financial
statements, Cyclone Gabrielle brought severe flooding to
the Napier yarn spinning plant, causing significant damage
to the building, plant, equipment and inventory. The
resulting insurance claim process is ongoing.
The Group has exercised professional judgement in
determining the most appropriate treatment for insurance
claims. Significant judgments and estimates applied have
been disclosed in notes 2g and 3. These involve assessing
whether receipt of the insurance claim is virtually certain,
and determination of the claim amount recorded as income.
As a result this is a key audit matter.
The consolidated financial statements reflect the following
material impacts in FY24:
—Insurance income of $26.5 million (2023:
$35.5 million), which relates to progress payments
received to date;
—Various expenses related to the ongoing impact of
the cyclone damage of $14.7 million (2023:
$14.3 million);
—A $1.1 million partial reversal of the $7.6m impairment
recognised last year for inventory, buildings and
plant and equipment; and
—Disclosure of a contingent asset, noting that it is
impracticable to estimate an amount because of
the extent of estimation uncertainty.
To audit the impact of Cyclone Gabrielle, we reviewed
management’s assessment of, and conclusions, on the
accounting implications. In considering the recognition of
insurance income and disclosure of the contingent asset,
our procedures included:
—Reviewing management’s accounting analysis;
—Reviewing latest reports from management’s experts
providing an estimated range of remediation costs
for the plant and buildings, noting that these reports
and estimates are currently being reviewed by the
insurers’ own experts;
—Considering the available reports of the insurers’
loss adjusters and other relevant correspondence
with insurers;
—Agreeing progress payments to supporting
documents and the bank statement;
—Assessing the resulting accounting treatment against
the relevant accounting standards, considering any
counterfactual information or scenarios;
—Considering the classification of insurance income
and cyclone related expenses in the consolidated
statement of profit or loss and consolidated
statement of cash flows;
—Assessing the likelihood of progress payments
received to date to be refundable; and
—Considering the adequacy of the related financial
statement disclosures, including the contingent
asset disclosed and challenging whether this
could be quantified.
In addition, our procedures included:
—Testing, on a sample basis, the expenses incurred
relevant to the insurance claim; and
—Assessing the creditworthiness of the insurers.
3637
CONSOLIDATED FINANCIAL STATEMENTS
INDEPENDENT AUDITOR'S REPORT (CONT'D)
CONSOLIDATED FINANCIAL STATEMENTS
INDEPENDENT AUDITOR'S REPORT (CONT'D)
DESCRIPTION OF THE KEY AUDIT MATTERHOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Valuation of inventory
The carrying value of the Group’s inventory at 30 June 2024
was $29.3 million (30 June 2023 $21.1 million) net of
inventory provisions of $2.6 million (30 June 2023
$1.4 million).
The cost of finished inventory reflects raw materials and
manufacturing costs, including an allocation of production
overheads based on normal operating capacity.
The Group has recorded inventory provisions, which
represent a deduction from the cost of inventory, for
obsolete, aged and discontinued inventory and carpet
oddments to reflect management’s best estimate of their
net realisable value.
Determining these provisions involves significant judgement
to identify and categorise obsolete, aged and discontinued
inventory considering a range of factors such as inventory
rationalisation plans, consumer demand and trends,
available distribution channels and historical sales and
margins data.
Valuation of inventory is a key audit matter due to the
significance of the inventory balance, the complexity of
inventory costing, and the judgements involved in estimating
the inventory provisions.
Note 7c of the consolidated financial statements describes
the accounting policy on inventories and the judgements
and estimates applied by management to determine the
inventory provision.
To audit the cost of inventory, our procedures included:
—Gaining an understanding of the inventory costing
process and controls;
—Testing the accuracy of the application of inventory
costing by reperforming the calculation;
—Verifying inputs, on a sample basis, of the finished
goods, work in progress, and yarn inventory cost by
agreeing them to supporting documents;
—Testing the cost of raw material inventory, on a
sample basis, to supplier invoices; and
—Evaluating the nature and appropriateness of factory
overheads capitalised into inventory, based on
normal operating capacity, and testing the
mathematical accuracy of the overhead
allocation calculation.
To audit the inventory provisions, our procedures included:
—Gaining an understanding of, and assessing, the
Group’s inventory provisioning process and related
controls, taking into consideration key attributes
used such as piece sizes, grade quality, discontinued
products and recent sale prices;
—Reviewing management’s analysis of the partial
reversal of previously recognised impairment of
Cyclone Gabrielle damaged and
contaminated inventory;
—Observing management’s stocktake process by
attending selected locations to confirm the existence
and condition of the inventory;
—Assessing the accuracy of management’s estimate of
provisioning by comparing actual utilisation of the
provision with the corresponding prior year
provisions; and
—Testing the net realisable value of finished goods, on
a sample basis, by comparing the carrying value with
recent sales prices and margins.
OUR AUDIT APPROACH
Overview
Overall group materiality: $800,000, which represents 1% of total revenue.
We chose total revenues as the benchmark because, in our view, it is a key financial statement
metric used in assessing the performance of the Group and it is a generally accepted benchmark.
We selected transactions and balances to audit based on the Group’s materiality. By using this
approach, we audited all the material classes of transactions and balances in the consolidated
financial statements of the Group.
As reported above, we have two key audit matters, being:
—Insurance claims and proceeds
—Valuation of inventory
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the consolidated financial statements. In particular, we considered where
management made subjective judgements; for example, in respect of significant accounting
estimates that involved making assumptions and considering future events that are inherently
uncertain. As in all of our audits, we also addressed the risk of management override of internal
controls, including among other matters, consideration of whether there was evidence of bias
that represented a risk of material misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance
about whether the consolidated financial statements are free from material misstatement. Misstatements may arise due to
fraud or error. They are considered material if, individually or in aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of the consolidated financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall Group
materiality for the consolidated financial statements as a whole as set out above. These, together with qualitative considerations,
helped us to determine the scope of our audit, the nature, timing and extent of our audit procedures and to evaluate the effect of
misstatements, both individually and in aggregate, on the consolidated financial statements as a whole.
How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated
financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the
industry in which the Group operates.
OTHER INFORMATION
The Directors are responsible for the other information. The other information comprises the information included in the Annual
report, but does not include the consolidated financial statements and our auditor’s report thereon. The Annual report is expected
to be made available to us after the date of this auditor’s report.
Our opinion on the consolidated financial statements does not cover the other information and we will not express any form of
audit opinion or 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 to be materially misstated.
When we read the other information not yet received, if we conclude that there is a material misstatement therein, we are required
to communicate the matter to the Directors and use our professional judgement to determine the appropriate action to take.
3839
CONSOLIDATED FINANCIAL STATEMENTS
INDEPENDENT AUDITOR'S REPORT (CONT'D)
RESPONSIBILITIES OF THE DIRECTORS FOR THE CONSOLIDATED FINANCIAL STATEMENTS
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the consolidated financial
statements in accordance with NZ IFRS and IFRS Accounting Standards, and for such internal control as the Directors determine
is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether
due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the Group’s ability to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS
Our objectives are 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 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) and ISAs will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is located at the External
Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/
This description forms part of our auditor’s report.
WHO WE REPORT TO
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that we might
state those matters which we are required to state to them in an 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 Company and the Company’s
shareholders, as a body, for our audit work, for this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Philippa (Pip) Cameron.
For and on behalf of:
Chartered Accountants Auckland
28 August 2024
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
FOR THE YEAR ENDED 30 JUNE 2024
Note
Audited
2024
$000
Audited
2023
$000
Revenue from contracts with customers4c80,29489,689
Cost of sales(6 0,812)(64,967)
Gross profit1 9,4 8 22 4,7 2 2
Other income and gains
4d531540
Distribution expenses(14,991)(1 6,1 8 3)
Administration expenses
4e(13,216)(11,118)
Cyclone Gabrielle related insurance income
3a26,5 0 035,5 0 0
Cyclone Gabrielle related expenses
3d(14,666)(14,275)
Cyclone Gabrielle related asset write offs
3d(297)( 7, 6 4 4 )
Cyclone Gabrielle related asset write offs reversed
3d1,082–
4,42511,5 42
Finance costs
4h(825)(1,0 4 5)
Finance income1,34 4502
Profit before income tax4,94 410,999
Income tax expense
4i(301)(263)
Profit after tax for the year$ 4,6 4 3$1 0,7 3 6
Basic earnings per share (cents)
4b6.6 315.39
Diluted earnings per share (cents)
4b6.5 31 5.0 4
This Consolidated Statement of Profit or Loss is to be read in conjunction with the notes on pages 46 to 91.
4041
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
Note
Audited
2024
$000
Audited
2023
$000
Profit after tax for the year4,6 4 31 0,7 3 6
Other comprehensive income that may be reclassified subsequently to
profit or loss
Effective portion of changes in fair value of cash flow hedges (net of
income tax)(1,167)1,0 8 8
Net change in fair value of cash flow hedges transferred to profit or loss
(net of income tax)607426
Total other comprehensive income(560)1,514
Total comprehensive income for the year$ 4,08 3$12,25 0
This Consolidated Statement of Comprehensive Income is to be read in conjunction with the notes on pages 46 to 91.
AuditedNote
Share
Capital
$000
Cash Flow
Hedging
Reserve
$000
Foreign
Currency
Translation
Reserve
$000
Share-based
Payment
Reserve
$000
Retained
Earnings
$000
Total Equity
$000
Total equity at 1 July 202322,05 4938(1,420)61528,0 365 0,223
Total comprehensive income for the year
Profit after tax – – – – 4,6 4 34,6 4 3
Other comprehensive income that may be
reclassified subsequently to profit or loss
Changes in fair value of cash flow hedges
(net of income tax) – (560) – – – (560)
Total comprehensive income for the year – (560) – – 4,6 4 34,08 3
Transaction with owners in their capacity
as owners
Share-based payments - value of employee services
9b – – – 117 – 117
Total transaction with owners for the year – – – 117 – 117
Total equity at 30 June 2024$22,05 4$378$(1,420)$732$ 32,6 7 9$54,423
This Consolidated Statement of Changes in Equity is to be read in conjunction with the notes on pages 46 to 91.
4243
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024 (CONT'D)
AuditedNote
Share
Capital
$000
Cash Flow
Hedging
Reserve
$000
Foreign
Currency
Translation
Reserve
$000
Share-based
Payment
Reserve
$000
Retained
Earnings
$000
Total Equity
$000
Total equity at 1 July 202222,0 5 4(576)(1,4 20)4131 7, 3 0 03 7,7 7 1
Total comprehensive income for the year
Profit after tax – – – – 1 0,7 3 61 0,7 3 6
Other comprehensive income that may be
reclassified subsequently to profit or loss
Changes in fair value of cash flow hedges (net
of income tax)–1,514–––1,514
Total comprehensive income for the year–1,514––1 0,7 3 612,25 0
Transaction with owners in their capacity
as owners
Share-based payments - value of
employee services
9b – – – 202 – 202
Total transaction with owners for the year – – – 202 – 202
Total equity at 30 June 2023$22,0 5 4$938$(1,4 20)$615$28,0 3 6$ 5 0,223
This Consolidated Statement of Changes in Equity is to be read in conjunction with the notes on pages 46 to 91.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
Note
Audited
2024
$000
Audited
2023
$000
ASSETS
Property, plant and equipment - owned
6a13,2411 0,1 4 8
Property, plant and equipment - right-of-use
9a8,80 48,616
Intangible assets6186
Deferred tax asset
4i402576
Total non-current assets22,5 081 9,4 2 6
Cash and bank
7a31,6 4 53 9,31 9
Trade receivables, other receivables and prepayments
7b10,6 619,9 5 7
Inventories
7c2 9,3 4 821,1 2 2
Advances to employees181170
Derivative financial instruments
85081,017
Income tax receivable67125
Total current assets72,41071,710
Total assets$94,918$91,136
EQUITY
Share capital
5b22,05 422,0 5 4
Cash flow hedging reserve
5b378938
Foreign currency translation reserve
5b(1,420)(1,4 20)
Share-based payment reserve
5b, 9b732615
Retained earnings32,6 7 928,0 3 6
Total equity54,4235 0,223
LIABILITIES
Lease liabilities
9a16,5 081 6,74 2
Employee benefits488666
Provisions
9c812819
Total non-current liabilities17,80818,227
Trade payables and accruals
7d16,35014,94 8
Customer deposits
4c139192
Employee benefits4638
Employee entitlements
7e3,7 2 64,87 7
Lease liabilities
9a1,4171,296
Provisions
9c694816
Derivative financial instruments
81716
Deferred income
4g298503
Total current liabilities22,6 8 722,6 8 6
Total liabilities4 0,4954 0,91 3
Total equity and liabilities$94,918$91,136
This Consolidated Statement of Financial Position is to be read in conjunction with the notes on pages 46 to 91.
4445
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024 (CONT'D)
Note
Audited
2024
$000
Audited
2023
$000
CASH FLOWS FROM OPERATING ACTIVITIES
Cash receipts from customers8 0,7 9 791,20 0
Cash paid to suppliers and employees(91,623)(88,5 4 8)
(10,826)2,6 52
Government grants received326582
Other receipts85
GST refunded8221,1 91
Interest paid - loans and borrowings(3)(166)
Interest component of lease payments
9a(822)(879)
Interest received1,264503
Income tax paid(69)(154)
Cyclone Gabrielle related expenses
3d( 1 7, 9 8 5 )(10,8 0 3)
Net cash flow from operating activities( 2 7, 2 8 5 )(7,069)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of plant and equipment–44
Acquisition of plant and equipment
6a(4,0 4 0)(1,956)
Maturities of short term deposits1 9,5 0 011,01 9
Investments in short term deposits(17,000)(14,519)
Advances to employees pursuant to the Bremworth Equity Plan(11)(10)
Cyclone Gabrielle related insurance income
3a25,01535,5 0 0
Net cash flow from investing activities23,4 6 43 0,078
CASH FLOWS FROM FINANCING ACTIVITIES
Principal component of lease payments
9a(1,358)(2,0 51)
Net cash flow from financing activities(1,358)(2,0 51)
Net (decrease)/increase in cash and cash equivalents(5,179)2 0,95 8
Cash and cash equivalents at beginning of the year31,81910,8 74
Effect of exchange rate changes on cash5(13)
Cash and cash equivalents at end of the year$26,6 4 5$ 31,819
This Consolidated Statement of Cash Flows is to be read in conjunction with the notes on pages 46 to 91.
RECONCILIATION OF PROFIT WITH NET CASH FLOW FROM OPERATING ACTIVITIES
Note
Audited
2024
$000
Audited
2023
$000
Profit after tax for the year4,6 4 31 0,7 3 6
Add/(Deduct) non-cash items:
Depreciation - owned assets
6a858820
Depreciation - right-of-use assets
9a1,057994
Amortisation - intangible assets2525
Impairment of buildings and plant and equipment
3d2975,17 0
Reversal of impairment of fixed assets and inventory
3d(208)–
Share-based payments - value of employee services
9b117202
Deferred tax174(44)
Net gain on sale of plant and equipment–(30)
Net (gain)/loss on foreign currency balance(5)13
Add/(Deduct) Cyclone Gabrielle related cash items:
Cyclone Gabrielle related insurance income
3a, 3e(25,015)(35,5 0 0)
Changes in working capital items:
Trade receivables, other receivables and prepayments(704)2,24 3
Inventories(8,226)6,1 41
Income tax receivable58153
Trade payables and accruals1,4 022,7 3 9
Customer deposits(53)(11)
Employee benefits and entitlements(1,321)(568)
Provisions(129)(64)
Deferred income(205)85
Derivative financial instruments(50)(173)
Net cash flow from operating activities$ ( 2 7, 2 8 5 )$(7,069)
This Consolidated Statement of Cash Flows is to be read in conjunction with the notes on pages 46 to 91.
47
1OTE6 TO T+E &O16O/,'$TE' ),1$1&,$/ 6T$TE0E1T6
)OR T+E <E$R E1'E' 30 -81E 2024 &O1T
'
46
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
1. COMPANY INFORMATION
Bremworth Limited (“Bremworth” or “the Company”) is a limited liability company that is domiciled and incorporated in
New Zealand.
The consolidated financial statements presented are for Bremworth and its subsidiaries (“the Group”) as at, and for the year
ended, 30 June 2024.
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 consolidated 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 CONSOLIDATED FINANCIAL STATEMENTS
2a. STATEMENT OF COMPLIANCE
The consolidated 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 consolidated financial statements also comply with International Financial Reporting Standards Accounting
Standards (IFRS Accounting Standards).
2b. BASIS OF PREPARATION
The consolidated 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 consolidated financial statements.
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are
presented in New Zealand dollars, which is Bremworth Limited’s functional and presentation currency. Unless otherwise
indicated, all financial information presented in New Zealand dollars has been rounded to the nearest thousand.
The Consolidated Statements of Profit or Loss, Comprehensive Income, Changes in Equity and Cash Flows are stated
exclusive of GST. All items in the Consolidated Statement of Financial Position are stated exclusive of GST, except for
trade receivables and trade payables, which include GST invoiced.
2c. GOING CONCERN
The Group prepares its consolidated 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.
Cash and short term deposits at balance date of $31.6 million (2023: $39.3 million) is less than the previous year, reflecting
the investment in rebuilding inventory levels which were depleted following Cyclone Gabrielle as the Group transitioned to
a hybrid supply chain; and for Cyclone Gabrielle related expenses.
The Board expects that existing cash and bank are sufficient to enable the Group’s continued operation.
To assess the ongoing liquidity of the Group and its ability to meet its other financial commitments as they fall due in the
normal course of business, management has forecast the Group’s financial performance, cash flows and financial position
(to June 2029) as part of its management and monitoring of the Group’s operations.
During the year, a Board-led strategic review involving external consultants, was conducted. The review examined the
Group’s business plan and forecasts under the new hybrid supply chain model. Analysis included the examination of
financial forecasts and downside sensitivities.
The Board considers that although there are uncertainties relating to these forecasts, these uncertainties are not
significant enough to lead to a material uncertainty relating to going concern.
2. GENERAL INFORMATION RELATING TO PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)
2d. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS AND SIGNIFICANT ACCOUNTING POLICIES
The preparation of the consolidated financial statements in conformity with NZ IFRS requires the Directors to make
estimates, judgements and assumptions that affect the application of accounting policies and reported amounts of assets,
liabilities, income and expenses. Estimates and judgements 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.
Information about estimates and judgements that have a material effect on the amounts recognised in the consolidated
financial statements are disclosed in the following notes:
Note 3 – impact of Cyclone Gabrielle
Note 4i – measurement and recoverability of tax losses
Note 6a – recoverability of property, plant and equipment
Note 7c – inventory provisioning
Note 9a – determination of lease term
Note 9c – measurement of provisions
Material accounting policies and critical estimates, judgements and assumptions are also disclosed in the relevant notes to
the consolidated financial statements and identified using the following coloured boxes:
Accounting policiesEstimates, judgements and assumptions
2e. BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of the Group as at 30 June 2024
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 consolidated financial statements. Unrealised losses are also eliminated unless the underlying intra-group
transaction provides evidence that the asset transferred is impaired.
2f. CHANGES IN ACCOUNTING POLICIES
There were no changes in accounting policies during the year ended 30 June 2024.
2g. IMPACT OF CYCLONE GABRIELLE
Progress since the issue of the consolidated financial statements for the year ended 30 June 2023
Buildings, plant and equipment
With site clean-up completed and buildings and plant and equipment stabilised to prevent further deterioration early in the
2024 financial year, the Group commenced a review of the options in relation to the future of the Napier plant while also
considering the findings of the Board-led strategic review in relation to the hybrid yarn supply chain.
This review led to the reinstatement of the dyehouse which commenced operation in January 2024 following successful
production commissioning as well as regulatory compliance and health and safety sign off.
Further items of key plant and equipment at the Napier plant, including yarn twisting and finishing, are also in the process of
being reinstated.
The reinstatement of the dyehouse and other items of key plant and equipment will further address the gaps that have been
identified in the new hybrid supply chain, putting the Group in a strong position to provide the carpet business with ongoing
access to woollen yarns and dyed fibre while also insulating it from future events that could potentially disrupt operations.
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2. GENERAL INFORMATION RELATING TO PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)
2g. IMPACT OF CYCLONE GABRIELLE (CONT’D)
People
The Group, having confirmed that the Napier yarn spinning plant would be offline for a considerable, but yet to be
determined, period of time and having established that staff at the Napier plant were looking for more certainty around their
future, presented several options to employees, while also putting in place various programmes aimed at providing career
and financial advice, as well as emotional support, for all affected staff.
These options included voluntary redundancy or expressions of interest for redeployment to the Whanganui plant.
110 waged and eight salaried employees opted for voluntary redundancy. While some employees did consider redeployment
to the Whanganui plant, these did not work out for personal reasons.
The cost of voluntary redundancy is $1.4 million.
18 waged and seven salaried employees either did not take up the offer, or were not eligible, for voluntary redundancy and
are continuing to be employed by the Group.
Insurance
The Group has comprehensive insurance cover against the damage and losses arising from Cyclone Gabrielle.
The insurers have acknowledged the cyclone event and confirmed that the Group’s material damage policy would cover the
damage to buildings and plant and equipment as well as loss of inventory. At the same time, the business interruption policy
(which provides for an indemnity period of 18 months from the date of loss through to 13 August 2024) would respond to the
impact of reduction in turnover and the additional costs incurred as a result of consequent disruptions to the business over
that 18 month-period.
The insurance claims process is continuing to progress, with the Group securing further progress payments of $26.5 million
from its insurers during the year ended 30 June 2024, bringing total progress payments since the cyclone to $62.0 million.
These progress payments were made on the condition that if the final adjusted loss (as agreed between the parties or as
determined by any applicable dispute resolution process) is less than the amount of the progress payments and all other
payments under the policies, then the overpaid amount would be promptly refunded to the insurers.
However, the Group expects that the final adjusted loss under both policies would exceed the progress payments to
date, given:
—the acknowledgement by the loss adjusters acting for the insurers that significant damage had occurred to the
Napier plant and that the claim would be significant;
—the latest estimated reinstatement costs of $85.9 million for buildings and plant and equipment put forward by the
independent quantity surveyor appointed by the Company plus a further $7.4 million for site clean-up and asset
stabilisation and another $1.6 million for loss of inventory;
—the significant reduction in revenue as a consequence of the disruptions to the business following Cyclone Gabrielle;
the additional costs incurred in activating the risk mitigation and business continuity plans – including the additional
costs of sourcing yarns; and
—the significant ongoing costs, including payroll costs, incurred by the business.
The claims process is complex. It will take time to resolve both material damage and business interruption claims, with a
number of issues yet to be worked through between the loss adjusters and their experts in conjunction with the Group and
its advisers and external experts on both claims.
3. CYCLONE GABRIELLE
Dealing with impact of Cyclone Gabrielle in the consolidated financial statements
The following table summarises the impact of Cyclone Gabrielle on the Group and how these have been dealt with in the
consolidated financial statements:
Impact of Cyclone Gabrielle
Consolidated Statement of Profit or Loss
line itemNotes
2024
$000
2023
$000
Insurance proceeds secured and recognised as incomeCyclone Gabrielle related
insurance income
3a
26,5 0 035,5 0 0
Further insurance proceeds recognised as income and as a
receivable where receipt is virtually certain and amount is
able to be reliably estimated
Not applicable
3b
––
Insurance proceeds recognised as contingent assetsNot applicable
3c
––
Site clean-up, asset stabilisation and waste disposal costs
incurred recognised as expenses
Cyclone Gabrielle related
expenses
3d
(1,0 02)(6,35 3)
Ongoing payroll costs recognised as expensesCyclone Gabrielle related
expenses
3d
(4,410)(5,3 49)
Ongoing costs as a result of the cyclone as well as
professional fees (including claims preparation costs)
incurred that have been recognised as expenses
Cyclone Gabrielle related
expenses
3d
(4,372)(2,573)
Other additional costs incurred to avoid loss of revenue that
have also been recognised as expenses
Cyclone Gabrielle related
expenses
3d
(3,4 57)–
Cost of voluntary redundancies incurredCyclone Gabrielle related
expenses
3d
(1,425)–
Damaged or destroyed buildings and plant and equipment
derecognised to the extent appropriate
Cyclone Gabrielle related asset
write offs
3d
(297)(5,17 0)
Plant and equipment previously derecognised and
subsequently reinstated
Cyclone Gabrielle related asset
write offs reversed
3d
208–
Damaged or destroyed inventory written off to the extent
appropriate
Cyclone Gabrielle related asset
write offs
3d
–(2,474)
Inventory previously written off and subsequently reinstatedCyclone Gabrielle related asset
write offs reversed
3d
874–
$12,61 9$1 3,5 81
Accounting policies
Insurance proceeds are recognised as income and as a receivable when receipt is virtually certain and to the extent
that the amount can be reliably estimated.
In the event that insurance proceeds cannot be recognised as income and as a receivable because receipt is not
virtually certain and/or the amount cannot be reliably estimated, they are disclosed as contingent assets.
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3. CYCLONE GABRIELLE (CONT'D)
Estimates, judgements and assumptions
As a result of the Cyclone Gabrielle flooding event, a number of material estimates and judgements have been
necessary to determine the accounting treatment in these consolidated financial statements.
These estimates and judgements include the following:
—recognition of insurance income (note 3a)
—estimation of further insurance proceeds as income (note 3b)
—assessment of and disclosure of contingent assets (note 3c)
—assessment of impairment of buildings, plant and equipment and inventory (note 3d)
Details of the estimates and judgements made are further discussed below where relevant.
3a. CYCLONE GABRIELLE RELATED INSURANCE INCOME
2024
$000
2023
$000
Insurance recovery - progress payments$26,5 0 0 $35,500
Cyclone Gabrielle related insurance income is made up entirely of insurance recovery progress payments.
The Group agreed to two further progress payments totalling $26.5 million with its insurers during the year ended
30 June 2024, with $25.0 million received prior to balance date and $1.5 million received after balance date (2023: two
progress payments totalling $35.5 million, with all $35.5 million received before balance date).
All progress payments were agreed with the insurers as non-specific to either material damage or business interruption at
this stage.
The Group expects that the total progress payments recognised to date of $62.0 million will not be required to be refunded
because it expects that the final adjusted loss under both policies would exceed the progress payments to date as discussed
in note 2g (Impact of Cyclone Gabrielle) to the consolidated financial statements.
3b. ESTIMATION OF FURTHER INSURANCE PROCEEDS AS INCOME
The Group’s expectation is that the ultimate amount received will be larger than the $62.0 million progress payments agreed
to date for the following reasons:
—the substantially greater estimated costs of remediation under the material damage policy as discussed in note 2g
(Impact of Cyclone Gabrielle) to the consolidated financial statements and note 3a above;
—the loss adjusters having acknowledged the cyclone as an insured event and the indemnity owed to the Group under
the policies;
—the insignificant counterparty credit risks.
3. CYCLONE GABRIELLE (CONT'D)
3b. ESTIMATION OF FURTHER INSURANCE PROCEEDS AS INCOME (CONT’D)
However, the total amount cannot currently be estimated with sufficient reliability because the claims process is complex,
and it will take time to resolve. A number of issues have yet to be worked through between the parties on both material
damage and business interruption policies, with these issues including, but not limited to:
—the assumptions adopted by the independent quantity surveyor in estimating the latest reinstatement costs for
buildings and plant and equipment;
—the approach proposed to be taken by the Company in relation to the reinstatement and whether key assets can
be repaired or alternatively must be replaced; and
—the extent of the reduction in revenue as a consequence of the interruptions to the business following
Cyclone Gabrielle.
As a consequence, no further insurance proceeds have been recognised for the current financial year.
3c. CONTINGENT ASSETS
While the Group has a contingent asset at balance date, being the probable receipt of further insurance proceeds under the
material damage and business interruption policies, the Group has not provided an estimate of the contingent asset because
it has determined, based on the estimation uncertainties discussed at note 3b (Estimation of further insurance proceeds as
income) to the consolidated financial statements, that it is not practicable to do so.
These estimates and judgements will continue to be reviewed as new information becomes available.
Because the insurance claims process is complex and expected to take a number of months to complete, it is possible that
the actual financial impacts will differ from those included in these consolidated financial statements and these differences
may be material.
3d. CYCLONE GABRIELLE RELATED ASSET WRITE OFFS AND EXPENSES
Note
2024
$000
2023
$000
Write off of buildings6a–(3,6 0 8)
Write off of plant and equipment, other assets and assets
under construction
6a(297)(1,562)
Plant and equipment, other assets and assets under construction
previously written off and subsequently reinstated
6a208–
Write off of inventory
7c–(2,474)
Inventory previously written off and subsequently reinstated
7c874–
Other recoverable expenses
2g(14,666)(14,015)
Non-recoverable expenses
2g–(260)
$(13,881)$(21,919)
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3. CYCLONE GABRIELLE (CONT'D)
3d. CYCLONE GABRIELLE RELATED ASSET WRITE OFFS AND EXPENSES (CONT’D)
Cyclone Gabrielle related asset write offs and expenses consist of:
Write off of buildings and plant and equipment, other assets and assets under construction
Following impairment assessment of damaged buildings and plant and equipment, the Group determined in the previous
financial year ended 30 June 2023 that the carrying values of buildings of $3.6 million and plant and equipment of $1.6 million
at the Napier plant at the time of the cyclone were required to be derecognised on the basis that there were no longer any
future economic benefits that could be derived from their use in their current state or from their disposal.
As a result, the carrying values of these assets were written off to the Consolidated Statement of Profit or Loss for the year
ended 30 June 2023.
Ongoing assessments of assets in the current financial year resulted in derecognition of a further $0.3 million of plant and
equipment and a reversal of $0.2 million of plant and equipment previously derecognised.
Refer also to note 6a (Property, plant and equipment) to the consolidated financial statements for further information.
Write off of inventory
Where the cost of inventory may not be recoverable because the inventory is damaged as a consequence of an event like
Cyclone Gabrielle, the Group is required to estimate its recoverable amount and recognise an impairment if this estimate is
less than the carrying amount.
Based on the analysis and estimates prepared by management, the Group determined in the previous financial year ended
30 June 2023 that the carrying value of inventory at the Napier plant at the time of the cyclone of $2.5 million was required
to be written off.
In the current financial year, $0.9 million of the inventory that was originally thought to be contaminated by virtue of their
proximity to flood water was found to be suitable for processing into finished carpet, after inspection and review, and this
amount was reinstated into inventory with a corresponding credit recognised in the Consolidated Statement of Profit or Loss.
Refer also to note 7c (Inventories) to the consolidated financial statements for further information.
Other costs
The Group incurred costs totalling $14.7 million during the year (2023: $14.3 million).
A breakdown of these costs can be found in note 2g (Impact of Cyclone Gabrielle) to the consolidated financial statements.
These costs are recoverable from the proceeds of insurance except for $0.3 million of non-recoverable costs in the prior year.
3e. PROGRESS PAYMENTS RECEIVED
2024
$000
2023
$000
Insurance recovery progress payments recognised26,5 0 035,5 0 0
Less insurance recovery progress payments received prior to balance date(25,015)(35,5 0 0)
Insurance recovery progress payments received after balance date$1,4 85–
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, with this segment involved in the manufacturing and sales of carpet and rugs in New Zealand, Australia
and rest of the world; and
—Wool, with this segment involved in the acquisition of wool for the carpet segment and for sales to external
customers in New Zealand.
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.
The Chief Executive Officer uses total revenue, segment result before depreciation, restructuring and impairment and
segment result after depreciation but before restructuring and impairment to assess the performance of the operating
segments. Total assets and total liabilities are also reviewed for the operating segments.
Inter-segment transactions
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.
2024
$000
2023
$000
Revenue
New Zealand51,2745 0,6 3 7
Australia2 7, 3 1 43 7, 0 2 7
Canada8831,231
USA753761
Rest of the world7033
$80,294$89,689
As at
30 June 2024
$000
As at
30 June 2023
$000
Non-current assets
New Zealand21,54718,329
Australia9611,0 97
$22,5 08$1 9,4 2 6
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4. FINANCIAL PERFORMANCE (CONT'D)
4a. SEGMENT PERFORMANCE (CONT’D)
Major customers
None of the Group’s external customers contributed revenues in excess of 10% of the Group’s total revenues.
Carpet and rugs sales
and manufacturingWool acquisitionTo tal
2024
$000
2023
$000
2024
$000
2023
$000
2024
$000
2023
$000
External revenue5 7, 0 8 171,5 0223,21318,18780,29489,689
Inter-segment revenue––2,3361,6 3 42,3361,6 3 4
To t al r eve nu e$ 5 7, 0 8 1$71,5 02$25,5 49$1 9,8 2182,6 3 091,323
Elimination of inter-segment revenue(2,336)(1,6 3 4)
Consolidated revenue$80,294$89,689
Segment result before depreciation and insurances(6,0 92)(52)1,386766(4,7 0 6 )714
Depreciation - owned assets(698)(649)(160)(171)(858)(820)
Depreciation - right-of-use assets(911)(862)(146)(132)(1,057)(994)
Amortisation - intangibles(25)(25)––(25)(25)
Segment result before insurances( 7,7 2 6 )(1,588)1,080463(6,6 4 6)(1,1 2 5)
Cyclone Gabrielle related insurance income26,5 0 035,5 0 0––26,5 0 035,5 0 0
Cyclone Gabrielle related expenses(14,666)(14,275)––(14,666)(14,275)
Cyclone Gabrielle related asset write offs(297)( 7, 6 4 4 )––(297)( 7, 6 4 4 )
Cyclone Gabrielle related asset impairment reversed1,082–––1,082–
Segment result4,89311,9 931,0804635,9731 2,4 5 6
Elimination of inter-segment profits(21)14
Unallocated corporate costs(1,527)(928)
Results from operating activities4,42511,5 42
Finance costs(825)(1,0 4 5)
Finance income1,34 4502
Profit before income tax4,94 410,999
Income tax expense(301)(263)
Profit after tax for the year$ 4,6 4 3$1 0,7 3 6
4. FINANCIAL PERFORMANCE (CONT'D)
4a. SEGMENT PERFORMANCE (CONT’D)
Carpet and rugs sales
and manufacturingWool acquisitionTo tal
2024
$000
2023
$000
2024
$000
2023
$000
2024
$000
2023
$000
Reportable segment assets5 7, 5 9 046,8465,6 8 34,9716 3,27 351,817
Unallocated assets - Cash and bank31,6 4 53 9,31 9
Total assets$94,918$91,136
Capital expenditure3,9 691,956178–$4,147$1,956
Reportable segment liabilities20,6 0 721,2901,9631,58522,57022,875
Unallocated liabilities - Lease liabilities1 7, 9 2 518,038
Total liabilities$ 4 0,495$ 4 0,91 3
4b. EARNINGS PER SHARE
Basic earnings per share (Basic EPS)
20242023
Profit after tax attributable to shareholders of the Company ($000)4,6 4 31 0,7 3 6
Weighted average number of ordinary shares outstanding7 0,0 6 9,4 2 669,771,837
Basic EPS (cents)6.6 315.39
Diluted earnings per share (Diluted EPS)
20242023
Profit after tax attributable to shareholders of the Company ($000)4,6 4 31 0,7 3 6
Weighted average number of ordinary shares outstanding and potential ordinary shares71,0 6 9,4 2 671,36 4,576
Diluted EPS (cents)6.5 31 5.0 4
In calculating the diluted earnings per share, the Company has taken into account the maximum number of shares that the
employees could be issued with under the Company’s 2022 LTI Scheme and the Bremworth Share Option Scheme as further
discussed at note 9b (Share-based payment) to the consolidated financial statements.
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4. FINANCIAL PERFORMANCE (CONT'D)
4c. REVENUE FROM CONTRACTS WITH CUSTOMERS
2024
$000
2023
$000
Sales of goods
Carpet55,42670,23 5
Rugs1,2091,1 2 2
Wool23,21318,187
Other446145
To t al r eve nu e$80,294$89,689
Credit terms for carpet and rug sales through wholesale distribution channels within New Zealand and Australia are generally
no later than 30 days after the month in which invoices are raised and, in the case of wool sold in New Zealand, within 14 days
of invoice date or on despatch whichever is the earlier. Credit terms for sales of carpet overseas are generally 60 to 90 days
from date of invoice and for sales of carpet yarn overseas 120 days from date of invoice.
Rugs sold through direct to consumer channels are for cash, with payment at the time orders are placed. All amounts
received are accounted for as customer deposits in the first instance, with $139,000 of customers deposits booked as
at balance date (2023: $192,000).
Accounting policies
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 transfers to the customers for carpet, rug and
carpet yarn sales on delivery of the goods to the customer. For wool sales, control passes on the earlier of payment or
delivery. 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.
4. FINANCIAL PERFORMANCE (CONT'D)
4d. OTHER INCOME AND GAINS
Note
2024
$000
2023
$000
Government grants recognised4g523505
Net gain on sale of plant and equipment–30
Other85
Total other income and gains$531$540
4e. ADMINISTRATION EXPENSES
The following items of expenditure are included in administration expenses:
2024
$000
2023
$000
Donations–1
Total fees paid and payable to auditors
Audit fees and expenses paid and payable for audit of consolidated financial statements613564
Non-audit fees paid and payable for strategic options analysis–15
Total fees paid and payable$613$579
4f. PERSONNEL EXPENSES
Note
2024
$000
2023
$000
Directors’ fees9e387387
Wages, salaries, bonuses, holiday pay and termination payments28,17031,6 6 3
Other employee related costs1,3771,372
Employee benefits8031,0 3 3
Increase/(Decrease) in liability for retiring allowances and long service leave8(15)
Total personnel expenses$ 3 0,74 5$34,440
Personnel costs are included in cost of sales, distribution expenses and administration expenses in the Consolidated
Statement of Profit or Loss.
Personnel expenses include restructuring costs of $1,073,000 (2023: Nil).
Employee benefits include those benefits provided to employees as part of their employee arrangements with the Group
and cover the provision of motor vehicles, income protection insurances, life insurances, medical insurances and
associated fringe benefits taxes. Employee benefits also include the costs of providing on-site staff amenities.
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4. FINANCIAL PERFORMANCE (CONT'D)
4g. GOVERNMENT GRANTS
Sustainable Food and Fibre Futures Fund and Waste Minimisation Fund
Grants of $412,000 (2023: $384,000) from the Sustainable Food and Fibre Futures Fund (SFFF Fund) and $111,000 (2023: Nil)
from the Waste Minimisation Fund (WMF Fund) are included in other income in the Consolidated Statement of Profit or Loss.
The funds cover pre-approved activities over the periods from December 2020 to June 2024 and January 2023 to June 2024
respectively. The prior year also included grants totalling $121,000 from the Government’s International Growth Fund
(IG Fund) with the fund covering pre-approved activities over the period from May 2019 to January 2023.
There are no unfulfilled conditions or other contingencies attaching to the grants recognised in other income during the year.
Government grants that have been deferred, either because they relate to future costs to be incurred or assets, totalled
$298,000 at balance date (2023: $503,000).
Notes 4d (Other income and gains) and 4g (Government grants) to the consolidated financial statements provide further
information on how the Group accounts for government grants.
Accounting policies
Grants from the government are recognised at their fair value where there is a reasonable assurance that the Group
will comply with all attached conditions and the grants will be received.
Government grants relating to costs that have been incurred are credited to profit or loss while grants relating to
future costs are included in current liabilities as deferred income and recognised in profit or loss over the period
necessary to match them with the costs that they are intended to compensate.
Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities
as deferred income and they are credited to profit or loss on a straight-line basis over the expected lives of the
related assets.
4. FINANCIAL PERFORMANCE (CONT'D)
4h. FINANCE COSTS
2024
$000
2023
$000
Interest component of lease payments(822)(879)
Facility fees - Bank guarantees(3)(166)
Finance costs$(825)$(1,0 4 5)
Accounting policies
Finance costs include interest expense on loans and borrowings, interest component of lease payments and facility
fees for the Bank’s guarantee of the Group’s commitments. All interest expense are recognised in the Consolidated
Statement of Profit or Loss using the effective interest method.
4i. INCOME TAX
2024
$000
2023
$000
Income tax expense in the Consolidated Statement of Profit or Loss
Current tax expense
Current year127175
Adjustment for prior years–132
127307
Deferred tax expense/(benefit)
Origination and reversal of temporary differences174(44)
174(44)
Income tax expense$301$263
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4. FINANCIAL PERFORMANCE (CONT'D)
4i. INCOME TAX (CONT’D)
2024
$000
2023
$000
Reconciliation of effective tax rate
Profit after tax for the year4,6 4 31 0,7 3 6
Income tax expense301263
Profit excluding income tax$4,94 4$10,999
Income tax using the Company’s domestic tax rate of 28% (2023: 28%)1,3843,080
Non-deductible expenses(253)(13)
Effect of tax rate difference in foreign jurisdiction1210
Adjustment for prior years–132
Unrecognised deferred tax liabilities–723
Deferred tax impact on buildings352–
Tax loss re-recognised(1,194)(3,6 69)
Income tax expense$301$263
2024
$000
2023
$000
Imputation credits
Imputation credits available to shareholders of the Company$ 9,2 2 4$ 9,2 2 3
Deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
AssetsLiabilitiesNet
2024
$000
2023
$000
2024
$000
2023
$000
2024
$000
2023
$000
Property, plant and equipment199240––199240
Employee benefits95105––95105
Lease liabilities571(56)–11
Provisions107230––107230
Net tax assets/(liabilities)$458$576$(56)–$402$576
Deferred tax assets at 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 not recognised in respect of temporary differences and tax loss carry-forwards totalled $12,252,000 at
balance date (2023: $13,690,000), with the change relating to the re-recognition of unrecognised tax loss.
While the Board has confidence in the prospects of the business as discussed at note 2c (Going concern) to the consolidated
financial statements, it has taken the same approach with respect to the recognition of deferred tax assets as it has with the
reversal of the FY20 impairment of assets as discussed at note 6a (Property, plant and equipment) to the consolidated
financial statements and has concluded that the execution of the Group’s strategy to focus on wool carpets, while
progressing to plan, is still in its early stages and therefore does not warrant the re-recognition of deferred tax assets.
4. FINANCIAL PERFORMANCE (CONT'D)
4i. INCOME TAX (CONT’D)
Deferred tax assets have also not been recognised in respect of temporary differences and tax loss carry-forwards totalling
$24,150,000 (2023: $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 therefrom,
taking the total deferred tax assets unrecognised to $36,402,000 (2023: $37,840,000).
Notwithstanding the derecognition of deferred tax assets for accounting purposes, these deferred tax assets remain
available to the Group for income tax purposes.
Movement in temporary differences during the year:
Balance
30 June 2023
$000
Recognised in
Consolidated Statement
of Profit or Loss
$000
Balance
30 June 2024
$000
Property, plant and equipment240(41)199
Employee benefits105(10)95
Lease liabilities1–1
Provisions230(123)107
To t al$576$(174)$402
Balance
30 June 2022
$000
Recognised in
Consolidated Statement
of Profit or Loss
$000
Balance
30 June 2023
$000
Property, plant and equipment302(62)240
Employee benefits1014105
Lease liabilities21(20)1
Provisions108122230
To t al$532$44$576
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.
6263
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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.
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.
5b. SHARE CAPITAL, DIVIDENDS AND RESERVES
Share capital
20242023
Shares on issue
Balance at 1 July7 0,0 6 9,4 2 66 9,17 9,0 9 8
Issued during the year–8 9 0,328
Balance as at 30 June7 0,0 6 9,4 2 67 0,0 6 9,4 2 6
The Company does not have a limited amount of authorised capital.
In the prior year, the Company issued, in accordance with the terms of the Bremworth 2022 Long-Term Incentive Scheme,
890,328 fully paid-up ordinary shares on 31 October 2022 to Bremworth Share Scheme Limited (Trustee), with these shares
to be held by the Trustee on behalf of the participating employees until the relevant vesting date, with more information to
be found in note 9b (Share-based payment) to the consolidated financial statements.
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.
5. CAPITAL AND FUNDING (CONT'D)
5b. SHARE CAPITAL, DIVIDENDS AND RESERVES (CONT’D)
Dividends
No dividends were paid during the year (2023: Nil).
The Board has not declared a final dividend in respect of the current year ended 30 June 2024 (2023: Nil).
Cash flow hedging reserve
The Group uses derivative financial instruments to hedge its exposure to foreign exchange risks. 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.
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.
There is no movement in the foreign currency translation reserve balance for the year ended 30 June 2024 (2023: Nil) as the
reserve relates to dormant foreign entities of the Group.
Share-based payment reserve
The share-based payment reserve is used to recognise the grant date assessed fair value of the performance rights issued
to executive employees under the Company’s long-term incentive scheme as further discussed at note 9b (Share-based
payment) to the consolidated financial statements.
The assessed fair value of the performance rights at grant date are recognised as an expense in profit or loss over the
period from grant date to condition date, adjusted to reflect only those rights where the service condition will be met,
with corresponding entries to the share-based payment reserve.
6465
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5. CAPITAL AND FUNDING (CONT'D)
5c. BANKING FACILITIES AND LOANS AND BORROWINGS
This note provides information about the contractual terms of the Group’s banking facilities. For more information about the
Group’s exposure to interest rate risks, see note 8 (Risks and financial instruments) to the consolidated financial statements.
The Group’s banking facilities (including Bank guarantees to third parties relating to lease and other commitments of the
Group) are provided by Bank of New Zealand and National Australia Bank Limited (together, “the Bank”).
The Group has no loans at balance date (2023: Nil).
The Group continues to maintain ongoing relationships with the Bank, with the view that committed credit lines could be
reinstated in the future to fund working capital requirements as the Group progresses through its transformation journey.
As a consequence, the Group has retained the security arrangements that were previously put in place to secure obligations
for the payment and repayment of moneys due, owing or payable by the Group to the Bank.
These security arrangements include the granting 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 by
certain companies in the Group. The property-owning companies in the Group have also continued to grant 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 consolidated financial statements).
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 rugs, 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
Balance at 1 July 20236,56 035,34212,10 384454,849
Additions27954,10 64,147
Disposals–(65)(352)(107)(524)
Tr a n s f e r s2416782,011(2,930)–
Cyclone Gabrielle related derecognition–––(297)(297)
Cyclone Gabrielle related impairment reversed–100–108208
Balance at 30 June 2024$6,828$ 36,0 6 4$1 3,76 7$1,7 2 4$58,383
Balance at 1 July 202210,97065,6631 2,6 5 66698 9,9 5 8
Additions841841,8231,956
Disposals(9)(3,9 92)(598)–(4,59 9)
Tr a n s f e r s–697298(995)–
Cyclone Gabrielle related derecognition(4,4 0 9)( 2 7, 0 6 7 )(337)(653)(32,466)
Balance at 30 June 2023$6,56 0$35,342$1 2,1 0 3$844$54,849
DEPRECIATION AND IMPAIRMENT LOSSES
Balance at 1 July 20231,00033,68410,017–4 4,7 01
Depreciation for the year74237547–858
Disposals–(65)(352)–(417)
Balance at 30 June 2024$1,074$ 3 3,85 6$10,212–$4 5,142
Balance at 1 July 20221,6 726 3,51810,5284575,7 6 3
Depreciation for the year129279412–820
Disposals–(3,9 4 8)(638)–(4,586)
Tr a n s f e r s–45–(45)–
Cyclone Gabrielle related derecognition(801)(26,210)(285)–( 2 7, 2 9 6 )
Balance at 30 June 2023$1,000$ 3 3,6 8 4$10,017–$ 4 4,7 01
CARRYING AMOUNTS
At 30 June 2024$ 5,75 4$2,208$3,555$1,7 2 4$13,241
At 30 June 2023$5,56 0$1,6 5 8$2,086$844$10,14 8
At 1 July 2022$ 9,2 9 8$2,14 5$2,128$624$14,195
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6. ASSETS EMPLOYED (CONT'D)
6a. PROPERTY, PLANT AND EQUIPMENT (CONT’D)
Other assets
Other assets comprise fixtures and fittings (including leasehold improvements and display stands), computer equipment,
motor vehicles and office equipment.
Impairment
The Group’s market capitalisation at balance date was below the carrying value of net assets. Even though market
capitalisation excludes any control premium and may not reflect the value of 100% of the Group’s net assets, it is still
considered to be an indicator of impairment.
As a consequence, the Group conducted a review of non-current non-financial assets, including fixed assets and right-of-use
assets, to assess whether there was any impairment at balance date. The recoverable amount of the asset is estimated in
order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount
of an individual asset, the Group estimates the recoverable amount of the cash-generating unit (CGU) to which the
asset belongs.
There are two cash-generating units which relate to reporting segments in these consolidated financial statements, Carpets
& Rugs and Wool acquisition.
The operating profit before depreciation of the Wool acquisition CGU was $1.1m and was above budget and prior year and
was not significantly impacted by Cyclone Gabrielle. Management determined there was no impairment indicators for the
Wool acquisition CGU and therefore no impairment assessment is required.
The Carpet & Rugs CGU had an operating loss before depreciation of $6.1m and therefore an impairment assessment was
performed. Management identified the following as separately identifiable assets for the purposes of measuring
recoverable amounts:
—Napier Land
—Whanganui Land & Buildings
—Right of use Assets – Grayson Avenue
Indicative market values were obtained for Grayson Avenue leases; Whanganui property; and Napier land. These
assessments were in excess of the assets net book values. No impairment was required.
The value in use methodology was applied to assess recoverability of the remaining assets of the Carpet & Rugs CGU.
In assessing VIU management applied the following key assumptions:
—Cash flow projections, based on recent budgets and trends with the assumption of normalized supply levels, were
reviewed against independent consultants’ earnings and Net Present Value forecasts from the business’s strategic
review and found to be more conservative.
—An after-tax WACC of 12.27% was calculated using the Brennan-Lally method, implying a pre-tax discount rate of
16.13% which was used in managements assessment.
—The market capitalisation of the company was compared with the carrying value at balance date and management
assessed that the recoverable amount.
6. ASSETS EMPLOYED (CONT'D)
6a. PROPERTY, PLANT AND EQUIPMENT (CONT’D)
Management assessed that the recoverable amount of the Carpet & Rugs CGU was greater than its carrying amount
as at 30 June 2024 and that no reduction for impairment loss was required.
Apart from Cyclone Gabrielle related impairments (refer to note 3 (Cyclone Gabrielle) to the consolidated financial
statements), the Group has concluded that no other impairment of assets was required at balance date (2023: Nil).
Apart from Cyclone Gabrielle related reversal of impairments (refer to note 3 (Cyclone Gabrielle) to the consolidated financial
statements), the Group has also concluded that no reversal of the previous impairment of assets should be made following an
assessment that the execution of the Group’s strategy to focus on wool carpets which, while progressing to plan, is in its
early stages.
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.
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 Consolidated Statement of Profit or Loss 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
— building fitouts 5.0 – 33.0% straight line
— plant and equipment 6.7 – 20.0% straight line
— other assets
– display stands 10.0% straight line
– computer equipment 20.0 – 25.0% straight line
– office equipment 10.0 – 20.0% straight line
– cars 20.0% straight line
– trucks and utilities 10.0% straight line
Depreciation methods, useful lives and residual values are reassessed at each reporting date.
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6. ASSETS EMPLOYED (CONT'D)
6a. PROPERTY, PLANT AND EQUIPMENT (CONT’D)
Accounting policies (cont’d)
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.
Estimates, judgements and assumptions
NZ IAS 36 Impairment of Assets requires the Group to assess, at the end of each reporting period, whether there is
any indication that an asset may be impaired. If any such indication exists, the Group shall estimate the recoverable
amount of the asset. The recoverable amount of an asset is the higher of its fair value less costs of disposal and its
value in use. The Group is required to recognise an impairment loss to the extent to which the carrying amount of an
asset exceeds its recoverable amount.
For the purpose of assessing impairment, assets are grouped in the smallest identifiable group of assets that
generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets (cash
generating unit or CGU), which as at 30 June 2024 were identified as being the Carpets and Wool Acquisition CGUs.
6. ASSETS EMPLOYED (CONT'D)
6b. CAPITAL COMMITMENTS
Capital expenditure contracted for, but not recognised as liabilities, at balance date is set out below.
2024
$000
2023
$000
Napier reinstatement272–
Other property, plant and equipment44572
$717$72
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 current assets (cash and bank, trade receivables, other receivables and prepayments
and inventories) and current liabilities (trade payables and accruals and employee entitlements).
7a. CASH AND BANK
Cash and bank at balance date comprise the following:
2024
$000
2023
$000
Cash and cash equivalents26,6 4 531,819
Short term deposits5,0007, 5 0 0
$ 31,6 4 5$ 3 9,31 9
Accounting policies
Cash is cash on hand and demand deposits and includes bank overdrafts used for cash management purposes where
formal arrangements for set off has been agreed with the Bank. Under these set off arrangements, the Group is able to
set off overdrawn balances up to a maximum of $1,000,000 against credit balances in selected accounts as long as
the net balance of all these accounts (including overdrawn accounts) as a whole remain in credit. At balance date,
there were no overdrawn amounts subject to set off (2023: Nil). Cash equivalents are highly liquid investments that
are readily convertible to known amounts of cash (that is, there is insignificant risk of changes in value) with maturity
no more than three months from balance date. Short term deposits are investments with maturities greater than three
months but no more than twelve months from balance date.
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7. WORKING CAPITAL (CONT'D)
7b. TRADE RECEIVABLES, OTHER RECEIVABLES AND PREPAYMENTS
2024
$000
2023
$000
Trade receivables due from external customers8,3399,3 0 6
Other receivables1,6 028
Prepayments720643
$10,6 61$ 9,9 5 7
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 consolidated financial statements.
Impairment 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.
Other receivables include $1,485,000 of insurance recovery progress payments received after balance date (2023: Nil).
Refer to note 3e (Progress payments received) to the consolidated financial statements for further information.
Accounting policies
Trade receivables and other receivables are recognised initially at transaction price and subsequently at amortised
cost less impairment losses.
7c. INVENTORIES
Inventories, net of provision, are summarised in the table below:
2024
$000
2023
$000
Raw materials and consumables6,6184,621
Raw materials stock in transit4,56 3169
Work in progress1,2091,0 39
Finished goods16,95815,2 93
$ 2 9,3 4 8$ 21,1 2 2
Carrying amount of inventories subject to retention of title clauses$1,0 39$760
Inventory provision at 1 July1,4 081,35 3
Change in provision during the year1,20655
Inventory provision at 30 June$2,61 4$1,4 0 8
The approach to inventory provisioning in 2024 is substantially consistent with 2023.
Write downs or write offs of inventory produced during the year totalled $817,000 (2023: $3,775,000). The 2023 write offs
included $2,474,000 of inventory that was written off because of damage as a consequence of Cyclone Gabrielle. $894,000
written off in 2023 was reversed in the current year. Refer to note 3 (Cyclone Gabrielle) to the consolidated financial
statements for further information.
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.
Estimates and judgement are applied in identifying and categorising - to the extent applicable - 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.
7d. TRADE PAYABLES AND ACCRUALS
2024
$000
2023
$000
Trade payables14,19810,111
Accruals2,1524,8 37
$16,350$14,94 8
Accounting policies
Trade payables are unsecured - except to the extent to which they have retention of titles clauses within their supply
arrangements with the Group - and are usually paid within the agreed payment terms.
The carrying amounts of trade payables are considered to be the same as their fair values, due to their short-
term nature.
7e. EMPLOYEE ENTITLEMENTS
2024
$000
2023
$000
Leave obligations3,2824,562
Bonus entitlement43–
Wages accruals401315
$ 3,7 2 6$4,87 7
Leave obligations cover the Group’s liabilities in relation to employees’ accrued and entitled annual leave as well as their
unconditional entitlement to long service leave where they have completed the required period of service.
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7. WORKING CAPITAL (CONT'D)
7e. EMPLOYEE ENTITLEMENTS (CONT’D)
Accounting policies
Employee entitlements relating to wages and salaries as well as annual leave and other employment-related payments
that are expected to be settled wholly within 12 months after the end of the annual reporting period in which the
employees render the related service are recognised in respect of employees’ services up to the end of the
reporting period as liabilities and are measured at the amounts expected to be paid when the liabilities are settled.
The entire amount of employee entitlements is presented as current as the Group does not have an unconditional
right to defer settlement for any of these obligations.
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.
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 risks in
accordance with the treasury policy approved by the Board. Senior management 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 trade receivables 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.
8. RISKS AND FINANCIAL INSTRUMENTS (CONT'D)
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 consolidated financial statements.
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 or in short term deposits and only with counterparties approved by the Board as having the required
credit ratings.
Foreign currency forward exchange contracts 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.
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.
The Group’s contractual cash flows and liquidity risk profile are set out in detail in the liquidity risk section of the quantative
disclosures in this note.
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 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.
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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’s maximum exposure to credit risk for trade and other receivables by geographic regions is as follows:
2024
$000
2023
$000
New Zealand6,3695,556
Australia3,2243,17 3
Other regions348585
Trade and other receivables$9,941$ 9,31 4
The status of trade and other receivables at the reporting date is as follows:
Current
0 – 30 days
past due
31 – 120 days
past due
More than 120
days past dueTotal
2024
Expected loss rate0%0%0%15%
Gross carrying amount – trade and other receivables7, 9 2 31,2315962259,9 75
Loss allowance–––(34)(34)
2023
Expected loss rate0%0%0%8%
Gross carrying amount – trade and other receivables7, 2 6 01,4 8 03682259,333
Loss allowance–––(19)(19)
8. RISKS AND FINANCIAL INSTRUMENTS (CONT'D)
QUANTITATIVE DISCLOSURES (CONT’D)
In summary, trade and other receivables are determined to be impaired as follows:
2024
$000
2023
$000
Trade and other receivables - gross9,9 759,333
Impairment provisions(34)(19)
Trade and other receivables - net$9,941$ 9,31 4
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:
2024
$000
2023
$000
Balance at 1 July(19)(6)
Impaired trade receivables written off126
Changes in impairment provision(27)(19)
Balance at 30 June$(34)$(19)
Changes in the impairment provision are included in distribution expenses in the Consolidated Statement of Profit or Loss.
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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
Consolidated
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
2024
Trade payables14,19814,19814,198––––
Lease liabilities1 7, 9 2 522,3931,1081,1212,2186,52011,426
Total non-derivative liabilities$32,123$36,591$15,30 6$1,121$2,218$6,520$11,426
Forward exchange contracts
Inflow( 3 7, 5 8 3 )(23,820)(11,55 4)(2,209)––
Outflow36,92623,25 811,4 812,187––
(491)(657)(562)(73)(22)––
Net derivative assets$(491)
Disclosed in Consolidated Statement of
Financial Position
Current assets(508)
Current liabilities17
Net derivative assets$(491)
2023
Trade payables10,11110,11110,111––––
Lease liabilities18,0382 3,1 811,0741,0171,96 45,7 6 313,363
Total non-derivative liabilities$ 2 8,1 4 9$33,292$11,1 8 5$1,017$1,96 4$ 5,7 6 3$13,363
Forward exchange contracts
Inflow(4 5,575)(18,4 25)(15,21 9)(11,931)––
Outflow4 4,28518,0 4914,80511,4 31––
(1,0 01)(1,290)(376)(414)(500)––
Net derivative assets$(1,0 01)
Disclosed in Consolidated Statement of
Financial Position
Current assets(1,017)
Current liabilities16
Net derivative assets$(1,0 01)
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 equivalent of these foreign currencies:
AUD
$000
USD
$000
EUR
$000
Others
$000
2024
Trade receivables2,94873––
Trade payables(517)(899)(1,6 3 0)–
Net Consolidated Statement of Financial Position exposure before hedging activity2,4 31(826)(1,6 3 0)–
Estimated forecast sales for which hedging is in place24,219–––
Net cash flow exposure before hedging activity26,6 5 0(826)(1,6 3 0)–
Forward exchange contracts
Notional amounts(26,6 5 0)8261,6 3 0–
Net unhedged exposure––––
2023
Trade receivables3,17 376––
Trade payables(314)(123)(19)(32)
Net Consolidated Statement of Financial Position exposure before hedging activity2,859(47)(19)(32)
Estimated forecast sales for which hedging is in place4 2,71 6–––
Net cash flow exposure before hedging activity4 5,575(47)(19)(32)
Forward exchange contracts
Notional amounts(4 5,575)–––
Net unhedged exposure–$(47)$(19)$(32)
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8. RISKS AND FINANCIAL INSTRUMENTS (CONT'D)
QUANTITATIVE DISCLOSURES (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 2024 and 2023. The impact on equity, net of tax, for these foreign exchange contracts, is disclosed in the table below:
StrengthenWeakenStrengthenWeaken
Profit or lossEquity, net of tax
$000$000$000$000
30 June 2024
NZD/AUD (+/- 5%)––$1,810$(1,136)
NZD/EUR (+/- 5%)––$(171)$241
NZD/USD (+/- 5%)––$(119)$258
30 June 2023
NZD/AUD (+/- 5%)––$1,4 37$(1,588)
There were no foreign exchange contracts that do not meet the hedge accounting criteria at the balance sheet date.
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)
Profit or lossEquity, net of tax
$000$000$000$000
Interest rate impact - Net FY24$299$(299)––
Interest rate impact - Net FY23$382$(382)––
8. RISKS AND FINANCIAL INSTRUMENTS (CONT'D)
HEDGING
Forecast transactions
The Group classifies the forward exchange contracts taken out to hedge forecast transactions as cash flow hedges.
The following relates to items designated as hedging instruments:
Notional amount
Carrying amount
Line item in
Consolidated
Statement
of Financial
Position
Changes in
the value of
the hedging
instrument
recognised in
OCI during the
year
Hedge
ineffectiveness
recognised in
profit or loss
Balance
in CFHR
Average rate
of hedgingAssetsLiabilities
$000$000$000$000$000$000
2024
Foreign currency risk
Forward exchange
contracts – sales and
receivables
1, 2
AU D 26,6 5 0508(17)Derivative
financial
instruments
- assets and
liabilities
(607)–3780.8976
1
92% of notional amount expiring within 12 months of balance date and 8% expiring between 12 and 24 months of balance date
2
Hedge ratio 1:1
Notional amount
Carrying amount
Line item in
Consolidated
Statement
of Financial
Position
Changes in
the value of
the hedging
instrument
recognised in
OCI during the
year
Hedge
ineffectiveness
recognised in
profit or loss
Balance
in CFHR
Average rate
of hedgingAssetsLiabilities
$000$000$000$000$000$000
2023
Foreign currency risk
Forward exchange
contracts – sales and
receivables
1, 2
AUD40,6801,017(16)Derivative
financial
instruments
- assets and
liabilities
(426)–9380.8 9 26
1
62% of notional amount expiring within 12 months of balance date and 38% expiring between 12 and 24 months of balance date
2
Hedge ratio 1:1
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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
2024
Assets
Derivative financial instruments508–508508
Cash and bank–31,6 4 531,6 4 5
Trade and other receivables–9,9 4 19,9 4 1
Advances to employees–181181
Total assets$508$ 4 1,76 7$42,275
Liabilities
Lease liabilities–16,5 0816,5 08
Employee benefits–488488
Total non-current liabilities–16,99616,996
Derivative financial instruments17–1717
Trade payables and accruals–16,35016,350
Customer deposits–139139
Employee benefits and entitlements–3,7 7 23,7 7 2
Lease liabilities–1,4171,417
Total current liabilities1721,6 7821,695
Total liabilities$17$ 38,6 74$ 38,691
8. RISKS AND FINANCIAL INSTRUMENTS (CONT'D)
CLASSIFICATION AND FAIR VALUES (CONT’D)
Hedging
instruments
$000
Amortised cost
$000
Total carrying
amount
$000
Fair value hierarchy
Level 2
$000
2023
Assets
Derivative financial instruments1,017–1,0171,017
Cash and bank–3 9,31 93 9,31 9
Trade and other receivables–9,31 49,31 4
Advances to employees–170170
Total assets$1,017$4 8,80 3$ 4 9,8 2 0
Liabilities
Lease liabilities–1 6,74 21 6,74 2
Employee benefits–666666
Total non-current liabilities–1 7, 4 0 81 7, 4 0 8
Derivative financial instruments16–1616
Trade payables and accruals–14,94 814,94 8
Customer deposits–192192
Employee benefits and entitlements–4,9154,915
Lease liabilities–1,2961,296
Total current liabilities1621,35121,367
Total liabilities$16$ 3 8,75 9$ 3 8,7 75
There were no financial assets or liabilities with fair values classified as Level 1 or Level 3 in the fair value hierarchy.
Accounting policies
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, 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 bank 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.
8283
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8. RISKS AND FINANCIAL INSTRUMENTS (CONT'D)
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.
There were no transfers between levels of the fair value hierarchy during the year.
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 Consolidated 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:
20242023
Derivative assets
$000
Derivative liabilities
$000
Derivative assets
$000
Derivative liabilities
$000
Gross amounts in the Consolidated Statement
of Financial Position508(17)1,017(16)
Amounts offset––––
Net amounts in the Consolidated Statement
of Financial Position508(17)1,017(16)
Related amounts that are not offset based on
ISDA(17)17(16)16
Net amounts$491–$1,0 01–
9. OTHERS
This section includes the remaining information relating to the consolidated financial statements which is required to
be disclosed to comply with financial reporting standards.
9a. LEASES
This note provides information for leases where the Group is a lessee.
AMOUNTS RECOGNISED IN THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Right-of-use assets
2024
$000
2023
$000
Buildings8,2208,017
Plant and equipment225358
Motor vehicles359241
$8,80 4$ 8,616
Lease liabilities
2024
$000
2023
$000
Non-current16,5 081 6,74 2
Current1,4171,296
$ 1 7, 9 2 5$18,038
Additions to right-of-use assets during the year were $1,243,000 (2023: $331,000).
There was no impairment of right-of-use assets during the year (2023: Nil).
There was also no reversal of prior year impairment of right-of-use assets during the year (2023: Nil).
AMOUNTS RECOGNISED IN THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS
Depreciation charge in respect of right-of-use assets
2024
$000
2023
$000
Buildings838821
Plant and equipment133134
Motor vehicles8639
$1,057$994
Interest expense (included in finance costs)$822$879
Expense relating to short-term leases (included in cost of goods sold
and administration expenses)$921$311
Expense relating to leases of low-value assets that are not disclosed above as short-term
leases (included in administration expenses)$43$39
AMOUNTS RECOGNISED IN THE CONSOLIDATED STATEMENT OF CASH FLOWS
Total cash outflow for leases$2,180$2,930
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9. OTHERS (CONT'D)
9a. LEASES (CONT’D)
Accounting policies
The Group leases buildings, forklifts and motor vehicles, with contracts typically entered into for fixed periods ranging
from between three to four years for motor vehicles, five to six years for fork hoists and up to sixteen years for
buildings, but may have extension options as further discussed below.
Contracts may contain both lease and non-lease components. The Group has elected, for leases of motor vehicles,
to not separate lease and non-lease components and instead account for these as a single lease component.
Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The
lease agreements do not impose any covenants other than the security interests in the leased assets that are held by
the lessor. Leased assets may not be used as security for borrowing purposes.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the
net present value of the following lease payments:
—fixed payments; and
—variable lease payment that are based on an index or a rate, initially measured using the index or rate as at the
commencement date.
Lease payments to be made under reasonably certain extension options are also included in the measurement of
the liability.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily
determined, which is generally the case for leases in the Group, the lessee’s incremental borrowing rate is used, being
the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value
to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
To determine the incremental borrowing rate, the Group:
—where possible, uses recent third-party financing secured by the individual lessee as a starting point, adjusted to
reflect changes in financing conditions since third party financing was secured;
—uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by lessees
within the Group which does not have recent third-party financing; and
—makes adjustments, where necessary, specific to the lease taking into account country, currency and security.
If a readily observable amortising loan rate is available to the individual lessee (through recent financing or market
data) which has a similar payment profile to the lease, then the group entities use that rate as a starting point to
determine the incremental borrowing rate.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over
the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for
each period.
Right-of-use assets are measured at cost comprising the following:
—the amount of the initial measurement of lease liability; and
—make good costs.
Right-of-use assets are depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.
Payments associated with short-term leases of plant and equipment and motor vehicles and all leases of low-value
assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease
term of 12 months or less without a purchase option. Low-value assets comprise IT equipment and small items of
office furniture.
9. OTHERS (CONT'D)
9a. LEASES (CONT’D)
EXTENSION OPTIONS
Extension options are generally incorporated into contracts for leases of buildings, with these options used to maximise
operational flexibility with respect to the management of the buildings used in the Group’s operations. Where extension
options are held, they are exercisable only by the Group and not by the respective lessor. Extension options are generally
not included in contracts for leases of plant and equipment and motor vehicles because of the Group’s ability to replace
these assets without significant cost, delay or disruption to the business.
Estimates, judgements and assumptions
In determining the lease term, management considers all facts and circumstances that create an economic incentive
to exercise an extension option. Extension options are only included in the lease term if the lease is reasonably certain
to be extended, with the Group reasonably certain to extend:
—if there are significant costs to not extend; and
—if leasehold improvements are expected to have a significant remaining value.
Otherwise, the Group considers other factors including the lease durations already provided for in the contract, the
Group’s future strategic or business direction and the costs and disruptions to the business as a consequence of any
decision to not exercise an extension option.
As at balance date, potential future cash outflows of $17,666,000 (undiscounted) in respect of leases of buildings have
not been included in the determination of lease liability because it is not reasonably certain that these leases will be
extended (2023: $19,803,000).
The lease term is reassessed if an extension option is actually exercised. The assessment of reasonable certainty is
only revised if a significant event or a significant change in circumstances occurs, which affects this assessment, and
that is within the control of the lessee. The Group did not revise its assessment of reasonable certainty with respect to
extension options during the year (2023: Nil).
9b. SHARE-BASED PAYMENT
The Company operates four share-based payment plans/schemes, with these plans/schemes designed to incentivise
selected employees by providing them with opportunities to be issued equity interests in the Company.
The Company has determined the performance rights, the shares and the options issued under these plans/schemes to
be equity-settled share-based payment arrangements pursuant to NZ IFRS 2 Share-based Payment.
There were no issue of performance rights, shares or options during the year (2023: 890,328 performance rights under
the Bremworth 2022 Long-Term Incentive Scheme (2022 LTI Scheme)).
184,897 performance rights under the 2022 LTI Scheme lapsed during the year (2023: all performance rights under the
Bremworth 2020 Long-Term Incentive Scheme (2020 LTI Scheme)).
8687
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'
9. OTHERS (CONT'D)
9b. SHARE-BASED PAYMENT (CONT’D)
The following is a summary of the outstanding performance rights or options under the various plans/schemes as at
balance date:
20242023
Outstanding options under the Bremworth Share Option Scheme1,000,0001,000,000
Outstanding performance rights under the 2022 LTI Scheme705,4 358 9 0,3 32
Maximum number of shares that could be issued under current share-based payment arrangements
(excluding those already issued under the 2022 LTI Scheme)
20242023
Balance at 1 July1,000,0002,071,39 4
Lapsed during the year–(1,071,394)
Balance as at 30 June1,000,0001,000,000
Impact of share-based payment arrangements on the consolidated financial statements
$117,000, being the proportion of fair value of the options under the Bremworth Option Scheme and the fair value of the
performance rights under the 2022 LTI Scheme relating to the year ended 30 June 2024, were recognised in administration
expenses in the Consolidated Statement of Profit or Loss for the period, with a corresponding credit totalling $117,000 to the
share-based payment reserve within equity (2023: $202,000 under the 2020 LTI Scheme, the Bremworth Option Scheme and
the 2022 LTI Scheme).
Accounting policies
The assessed fair value of the performance rights and options at grant date are recognised as an expense in profit or
loss over the period from date on which the participant started rendering service or the grant date (whichever is the
earlier), adjusted to reflect only those rights and options where the service condition will be met, with corresponding
entries to the share-based payment reserve within equity.
9. OTHERS (CONT'D)
9c. PROVISIONS
Warranties
$000
Claims
$000
Others
$000
To tal
$000
Balance at 1 July 20231,3061901391,6 35
Provided during the year5137510598
Utilised during the year(504)(114)(40)(658)
Released to profit or loss during the year––(69)(69)
Balance at 30 June 2024$1,315$151$40$1,5 0 6
Non-current772–40812
Current543151–694
Balance at 30 June 2024$1,315$151$40$1,5 0 6
Balance at 1 July 20221,11 03502391,69 9
Provided during the year1,1 4 515–1,1 6 0
Utilised during the year(949)(175)–(1,1 2 4)
Released to profit or loss during the year––(100)(100)
Balance at 30 June 2023$1,30 6$190$139$1,6 3 5
Non-current730–89819
Current57619050816
Balance at 30 June 2023$1,30 6$190$139$1,6 3 5
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9. OTHERS (CONT'D)
9c. PROVISIONS (CONT’D)
WARRANTIES
The provision for warranties for carpet sold is based on estimates made from historical warranty data associated with similar
products sold by the Group.
The Group has no history of material warranty claims in respect of non-carpet products sold. As a consequence, no provision
for warranties is required in respect of these other products.
The amount of warranty costs recognised as an expense directly to the Consolidated Statement of Profit or Loss during the
year totalled $736,000 (2023: $1,208,000).
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.
9d. CONTINGENT LIABILITIES
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 leases and other commitments totalling $2,068,000
(2023: $2,068,000).
Some subsidiaries in the Group are parties to a cross guarantee in favour of the Bank securing each other’s obligations, with
the property-owning companies in the Group also granting in favour of the Bank first-ranking mortgages in respect of land
and buildings as security for all obligations if the Group to the Bank.
The Group’s indebtedness under the cross guarantee at balance date amounted to nil (2023: Nil).
9e. RELATED PARTIES
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.
9. OTHERS (CONT'D)
9e. RELATED PARTIES (CONT’D)
TRANSACTIONS WITH DIRECTORS AND KEY MANAGEMENT PERSONNEL
Directors and key management personnel as shareholders
One of the Directors is a shareholder in the Company.
The Chief Executive Officer is also a shareholder in the Company by virtue of the fully paid-up ordinary shares issued to,
and held by him, pursuant to the Bremworth Equity Plan.
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.
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.
Directors and key management personnel as lenders or borrowers
An interest-free, full-recourse, loan of $208,050 was provided to the Chief Executive Officer in September 2021 pursuant to
the terms of the Bremworth Equity Plan, with the proceeds of that loan applied towards the amount payable for the 500,000
fully paid-up ordinary shares issued to the Chief Executive Officer under the Bremworth Equity Plan.
Directors and key management personnel as providers of services
Paul Izzard Design Limited, a company owned and directed by non-executive Director, Paul Izzard, provided the Group with
design services in relation to the new Bremworth brand experience store during the year (2023: Nil).
The fees charged by Paul Izzard Design Limited for the professional services rendered totalled $38,553, with these services
approved by the Board and the fees confirmed as arms-length.
DIRECTORS’ REMUNERATION AND BENEFITS
The fees paid to the Directors for services in their capacity as Directors totalled $387,000 during the year (2023: $387,000).
No other services were provided by the Directors during the year (2023: Nil).
The scale of fees payable to the Directors was last reviewed and approved by the Board in January 2019, with the current
scale of fees applying with effect from 1 January 2019 set out below:
Directors’ feesPer annumExplanatory notes
Non-executive Chair of the Board$128,10 0Inclusive of time spent on Board committees and as Chair of
Nomination Committee
Non-executive Directors (including Deputy
Chair of the Board, if any)
$61,000Inclusive of time spent on Board committees
Chair of the Audit Committee$10,000In recognition of additional time and responsibilities as Chair of
Audit Committee
Chair of the Remuneration Committee$5,000In recognition of additional time and responsibilities as Chair of
Remuneration Committee
The Directors do not receive any other benefits (cash or non-cash) in their role as directors and are not entitled to retiring
allowances on cessation of office.
9091
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'
9. OTHERS (CONT'D)
9e. RELATED PARTIES (CONT’D)
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 insurances, life insurances and
medical insurances. In assessing the value of the non-cash benefit provided to the Chief Executive Officer and key
management personnel, the Group has used the value of the benefit that is used for calculating fringe benefit tax grossed
up for the fringe benefit tax that is paid or payable.
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) comprised:
2024
$000
2023
$000
Salaries, bonuses and leave entitlements3,3122,878
Share-based payments108202
Employee benefits312287
Termination payments569–
$4,301$ 3,3 6 7
The Chief Executive Officer and key management personnel are not entitled to any post-employment benefits under their
contracts of employment.
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 (other than as disclosed above).
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 carpets and rugs 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.
9f. OPERATING SUBSIDIARIES OF THE GROUP
Principal activity
Country of
incorporation
Interest (%)
2024
Interest (%)
2023
Bremworth Carpets and Rugs LimitedCarpet sales and manufacturingNew Zealand100100
Bremworth Pty LimitedCarpet salesAustralia100100
Cavalier Bremworth (Australia) LimitedCarpet distributionNew Zealand100100
Bremworth Spinners LimitedCarpet yarn salesNew Zealand100100
Elco Direct LimitedWool acquisitionNew Zealand100100
9g. EVENTS AFTER BALANCE DATE
There have been no events subsequent to 30 June 2024 which would materially affect the consolidated financial statements.
9. OTHERS (CONT'D)
9h. CLIMATE-RELATED DISCLOSURES
Understanding, and dealing with, the impact of climate-related risks
The Group has considered the impact of climate-related risks on the business and on its future financial performance,
financial position and cash flows as part of the sustainability framework that has been adopted under the Group’s
transformation strategy to becoming an all-wool and natural materials organisation.
One of these key risks is the exposure to the effects of climate change through adverse climatic conditions (for example,
flooding, with the Napier site inundated by flood waters following Cyclone Gabrielle in February 2023 and both the
Whanganui and Auckland sites identified as having specific flood risks). In time, it is expected that the Group would also
have to understand, and deal with, the effects of rising seas levels, with both the Napier and Whanganui sites within close
proximity of the coast and significant rivers.
In relation to this risk, work to understand natural hazards at all of the Group’s manufacturing sites as well as available
mitigation strategies is ongoing. These mitigation strategies will include establishing appropriate stormwater infrastructure
and processes to mitigate the current levels of risk posed by these events while also gaining a deeper understanding of the
potential impact of these weather events including their frequency and severity as well as the resilience of the wider flood-
protection infrastructures and systems that we rely on as part of our climate change adaptation.
Risk mitigation and business continuity plans
The Group has continued to focus on its risk mitigation and business continuity plans following Cyclone Gabrielle, with
particular attention being given to the resilience of the new hybrid supply chain model while also ensuring that the ongoing
staged reinstatement of the Napier plant is designed and implemented to improve the overall resilience of the plant should
another similar event arise again.
It is also now standard practice to incorporate into all capital project assessments the learnings from the February 2023
flooding event at the Napier site, thereby reducing the risks of a similar flooding event having a similar impact on the Group
following Cyclone Gabrielle in February 2023.
Insurance
The Group has in place insurances to protect it against losses arising from climate-related events.
While cover for material damage and business interruption as a consequence of floods (with cover including the recently
reinstated Napier dyehouse) has been capped at $47.3 million, and with a deductible of $2.5 million and a waiting period of
45 days, at the last renewal of the Group’s insurance policy, the Group will continue to work with its insurance brokers to
better understand what would be required for its insurers to reinstate full flood cover for the Group over time.
Financial implications
Based on the Group’s assessment, there is nothing to indicate that climate-related risks have had any impact on the carrying
value of its non-financial assets as at 30 June 2024 other than those already recognised following Cyclone Gabrielle as
discussed at note 3 (Cyclone Gabrielle) to the consolidated financial statements for the year ended 30 June 2024.
The Board will continue to closely monitor developments in this area and, in particular, the scope of future insurances
against flooding.
9i. STANDARDS, INTERPRETATIONS AND AMENDMENTS TO STANDARDS
There are no new, or pending, standards or amendments to existing standards which have, or are expected to have, a
material impact on the Group.
The Group has applied the following amendments for the first time for the annual reporting period commencing 1 July 2023:
—Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to NZ IAS 12, and
—Disclosure of Accounting Policies – Amendments to NZ IAS 1 and IFRS Practice Statement 2.
These amendments did not have any impact on the amounts recognised in prior periods and are not expected to significantly
affect the current or future periods.
9293
GOVERNANCE
& OTHER
DISCLOSURES
FOR THE YEAR ENDED 30 JUNE 2024
9495
GOVERNANCE AND OTHER DISCLOSURES
CORPORATE GOVERNANCE STATEMENT
CONTENTS
95 Corporate Governance Statement
113 Disclosures under the Companies Act 1993
117 Disclosures under the NZX Listing Rules
118 Disclosures under the Financial Markets Conduct Act 2013
118 Shareholder Information
119 Trend Statement
123 Disclosure of Non-GAAP Financial Information
126 Corporate Directory
Bremworth’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 this is appropriate for the
nature and complexity of Bremworth’s operations.
The Board considers that the Company’s corporate governance framework materially complies with the NZX Corporate
Governance Code.
Bremworth’s Code of Conduct and Ethics and other key policies and charters relating to corporate governance can be found
on the Company’s website www.bremworth.co.nz/corporate-governance
A summary of Bremworth’s governance actions and performance against each of the principles in the NZX Corporate
Governance Code and its compliance with the recommendations relating to each of these principles are set out on
pages 95 to 112.
PRINCIPLE 1 CODE OF ETHICAL BEHAVIOUR
Bremworth expects its Directors, officers, employees and contractors to act legally, ethically and with integrity in a manner
consistent with the Company’s Code of Conduct and Ethics.
The Code of Conduct and Ethics sets out the standard of conduct expected of Directors, officers, employees and contractors
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.
WHISTLEBLOWING
Bremworth has established internal procedures to monitor compliance with, and measures for dealing with breaches of, the
Code of Conduct and Ethics. Bremworth encourages employees to speak out if they have concerns. The avenues for doing so
are detailed in the Company’s Code of Conduct and Ethics which supports the reporting and investigation of breaches of the
Code of Conduct and Ethics and serious wrongdoing in or by Bremworth.
CONFLICTS OF INTEREST
The Board is conscious of its obligation to ensure that Directors, officers and employees avoid conflicts of interest between
their duty to Bremworth and their own interests. Guidance is provided in the Company’s Constitution, Board Charter and the
Code of Conduct and 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.
Bremworth does not donate to political parties.
The Directors’ interest disclosures can be found on pages 113 and 114.
YEAR ENDED 30 JUNE 2024
GOVERNANCE & OTHER DISCLOSURES
9697
GOVERNANCE AND OTHER DISCLOSURES
CORPORATE GOVERNANCE STATEMENT (CONT'D)
GOVERNANCE AND OTHER DISCLOSURES
CORPORATE GOVERNANCE STATEMENT (CONT'D)
PRINCIPLE 1 CODE OF ETHICAL BEHAVIOUR (CONT'D)
SHARE TRADING POLICY
Bremworth has a Share Trading Policy which, along with the Financial Markets Conduct Act 2013, imposes limitations and
requirements on Directors, officers and employees in dealing in the Company’s shares. Directors, officers and employees
who are likely to have knowledge of, or access to, material information can only buy or sell Bremworth 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 Bremworth 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.
CONFIDENTIAL THIRD-PARTY AGENCIES FOR WHISTLEBLOWING AND TRAINING ON CODE OF
CONDUCT AND ETHICS
While Bremworth does not currently provide access to confidential third-party agencies for whistleblowing purposes or
regular training on its Code of Conduct and Ethics to its employees, these matters are under consideration. In relation to
its Code of Conduct and Ethics, Bremworth sets the ‘tone from the top’ through ‘leadership by example’.
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 as and when required, with a copy
available on the Company’s website.
DELEGATION
The Board delegates the day-to-day management of the Company to the Chief Executive Officer (“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 competencies and skills include health and safety,
sustainability and environment, operations and asset optimisation, financial acumen, sales, marketing and distribution, legal,
regulatory and risk, listed company governance, operating model transformation 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.
Grant Biel, a long-standing Director and co-founder of the carpet business, who retired from the Board in November 2021,
was appointed the Company’s first-ever Director Emeritus by the Board on his retirement and continues to make himself
available to the Board and to the Company.
As at 30 June 2024, the Board comprised five Directors – George Adams (Chair), Paul Izzard, John Rae, Katherine Turner
and Dianne Williams.
The profile of the Directors can be found on pages 16 and 17.
PRINCIPLE 2 BOARD COMPOSITION AND PERFORMANCE (CONT'D)
DIRECTORS’ SKILL MATRIX AS AT 30 JUNE 2024
While the Board notes that there maybe a preference for the Directors’ skills matrix to be compiled on an individual rather
than a collective basis, it is the Board’s belief that the collective basis presents a better picture of the Board’s ability to deliver
on the Company’s objectives, with the Directors expected to operate as a cohesive team and each bringing different, yet
complementary, skills to the Board.
DIRECTOR INDEPENDENCE
The Board Charter provides that the Chair shall be an independent Director and that a majority of the Board shall be
independent Directors.
Director independence is determined in accordance with the NZX Listing Rules and with regard to the factors described in
the NZX Corporate Governance Code.
All Directors, being George Adams, Paul Izzard, John Rae, Katherine Turner and Dianne Williams, have been determined to
be independent Directors of the Company as at 30 June 2024, with the Board having satisfied itself that none of the factors
listed in the NZX Listing Rules and the NZX Corporate Governance Code that could affect director independence were
present and having considered holistically the interests, position and relationships of each Director.
0%10%20%30%40%50%60%70%80%90%100%
Corporate governance
Environmental
International business
Interior design
Stakeholder engagement
People, and health and safety
Industry, operations, asset optimisation and IT
Sales and marketing
Financial acumen
Strategy development and execution
Extensive experience and strong working knowledge
Limited knowledge or experience and not considered an area of expertise
Solid relevant experience and working knowledge
YEAR ENDED 30 JUNE 2024YEAR ENDED 30 JUNE 2024
9899
PRINCIPLE 2 BOARD COMPOSITION AND PERFORMANCE (CONT'D)
DIRECTOR APPOINTMENT
Membership of the Board, and appointment and retirement of Directors by rotation, are determined in accordance with the
Company’s Constitution and the NZX 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.
Shareholders may also nominate candidates for election to the Board, with the Board asking for Director nominations prior to
the Annual Meeting of shareholders each year, in accordance with the Constitution of the Company and the NZX
Listing Rules.
New Directors are provided with access to 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 Bremworth, its operations and the environment and markets in which it operates.
The Company has written agreements with all Directors 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.
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 Chair.
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.
BOARD SUCCESSION PLANNING ARRANGEMENTS
The Board reviews, at least once a year, Board succession with the Chair of the Nomination Committee, with the focus
including Board structure, size and composition as well as the ongoing independence of the Directors while also formulating,
where necessary, succession plans for Directors that take into account impending retirements as well as the challenges and
opportunities facing the Company and the skills and expertise accordingly required on the Board in the future.
The table below sets out the length of service of the Directors as at 30 June 2024.
Date of appointmentComplete years of service
John Rae10 July 20158
Dianne Williams10 July 20158
George Adams1 June 20186
Paul Izzard20 November 20203
Katherine Turner24 February 20222
PRINCIPLE 2 BOARD COMPOSITION AND PERFORMANCE (CONT'D)
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 2024.
BoardSpecial BoardAudit Committee
Nomination
Committee
Remuneration
CommitteeShareholder
To t al h e l d1135131
Attendances:
George Adams11/113/35/51/13/31/1
Paul Izzard11/113/35/51/13/31/1
John Rae9/113/33/51/13/31/1
Katherine Turner11/113/35/51/13/31/1
Dianne Williams10/113/35/51/13/31/1
DIVERSITY AND INCLUSION POLICY
Bremworth is committed to creating an inclusive and high performing culture to drive business engagement and success.
Bremworth aims to reflect the communities we operate in. We embrace and capitalise on innovation which starts with
listening and learning. Fundamental elements of our philosophy include:
—seeing the diversity of our work force as a key asset and contributor to improved business performance and
decision making;
—not discriminating based on age, race, gender, sexual orientation, ethnicity or any other non-performance
related differentiating factor;
—treating our people fairly and respectfully; and
—promoting diversity of thought and action, and unbiasedly rewarding capability and achievement.
The Company has a Diversity and Inclusion Policy, a copy of which is published on the Company’s website. The key
areas of focus are:
—sharing and promotion of the Diversity and Inclusion 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.
GOVERNANCE AND OTHER DISCLOSURES
CORPORATE GOVERNANCE STATEMENT (CONT'D)
GOVERNANCE AND OTHER DISCLOSURES
CORPORATE GOVERNANCE STATEMENT (CONT'D)
YEAR ENDED 30 JUNE 2024YEAR ENDED 30 JUNE 2024
100101
PRINCIPLE 2 BOARD COMPOSITION AND PERFORMANCE (CONT'D)
DIVERSITY AND INCLUSION POLICY (CONT’D)
Through our transformation initiatives, Bremworth has been growing its internal pipeline of talent and focusing on bringing
women into supervisory and technical roles. This includes a number of women in engineering and science and/or
research-based roles.
A number of initiatives are in place to support diversity and the Board believes the principles in the Diversity and Inclusion
Policy were adhered to in the 2024 financial year.
Bremworth has a diverse workforce, representing more than 15 different ethnicities. English is a second language for a
number of these staff, so Bremworth has initiatives in place to support them in the workplace, including the opportunity
to participate in numeracy and literacy programmes. Bremworth also supports and provides flexible working arrangements
– wherever possible – to recognise the diverse needs of our people.
The gender composition of the Company’s Directors, officers and employees is summarised below:
30 June 202430 June 2023
MaleFemaleTo talMaleFemaleTotal
Directors3/60%2 /4 0 %5/100%3/60%2 /4 0 %5/100%
Officers
1
4/57%3/4 3%7/1 0 0 %8/80%2/20%10/100%
Direct reports of officers25/66%13/34%38/100%45/61%29/39%74/100%
Rest of organisation139/58%101 /42 %240/100%202/62%122/38%324/100%
To t al171/59%119/41%290/100%258/62%155/38%413/100%
1
An 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 202430 June 2023
Age compositionNumber%Number%
Under 30 years of age37136516
30 to 50 years of age1073716039
50 to 65 years of age1244316941
Over 65 years of age227194
To t al290100413100
In 2022, the Company launched two targeted development programmes as part of implementing our people capability and
development pillar, with the anthropology-based culture and leadership development programme Te Ara Rangatira (which
means to rise up and awaken to a high standing), and the technical development programme Poutama (which symbolises the
various levels of learning and intellectual achievement). Te Ara Rangatira was extended to include developing leaders within
the business in 2023, and while it was put on hold during the latter part of 2024 to allow the business to work its way through
the disruptions from Cyclone Gabrielle, the learnings continue to be applied.
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 each of the committee charters complies with the relevant recommendations set out under Principle
3 of the NZX Corporate Governance Code.
The Board appoints the Chair of each committee. Members are chosen for the skills, experience and other qualities that they
bring to the relevant committees.
Bremworth’s Board committees as at 30 June 2024 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.
Katherine Turner (Chair)
George Adams
Paul Izzard
John Rae
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 (Chair)
George Adams
Paul Izzard
John Rae
Katherine Turner
Nomination CommitteeAssists the Board in ensuring appropriate
Board performance and composition and in
appointing directors.
George Adams (Chair)
John Rae
Dianne Williams
GOVERNANCE AND OTHER DISCLOSURES
CORPORATE GOVERNANCE STATEMENT (CONT'D)
GOVERNANCE AND OTHER DISCLOSURES
CORPORATE GOVERNANCE STATEMENT (CONT'D)
YEAR ENDED 30 JUNE 2024YEAR ENDED 30 JUNE 2024
102103
PRINCIPLE 3 BOARD COMMITTEES (CONT'D)
AUDIT COMMITTEE MEMBERSHIP QUALIFICATIONS AND EXPERIENCE
Three members of the Audit Committee, being Katherine Turner, George Adams and John Rae, have in-depth knowledge of,
and significant experience in, accounting, finance and financial reporting.
Katherine Turner, who is Chair of the Audit Committee, is a highly experienced finance executive and respected leader and
a qualified Chartered Accountant. She is also a Chartered Member of the New Zealand Institute of Directors. Katherine has
held a variety of senior finance and commercial roles in medium and large multinational companies, including Fonterra and
Danone. She is currently Vice President Finance for TOMRA Food and, prior to this, was Chief Financial Officer at
Sanford Limited.
George Adams has significant finance, commercial and governance experience from more than 30 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. George is a Fellow of the Institute of Chartered Accountants in Ireland
and a Chartered Fellow of the Institute of Directors in New Zealand.
John Rae, who has degrees in law and commerce, spent his early career in banking in New Zealand and in 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. John Rae is, today, an experienced chair and director
across a range of industries, with his specialisation including governance of entities facing challenging situations and
transformations, and shareholder transition and succession.
INDEPENDENT TAKEOVER COMMITTEE
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. It covers, 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;
—communications between the Company and the bidder; and
—potential takeover response strategies.
The Takeover Response Policy also provides guidance on the composition of the Board Takeover Committee to ensure that
it is independent of the bidder, while also providing further guidance on the disclosure of the composition of the Takeover
Committee once it has been appointed and the bid made public.
PRINCIPLE 4 REPORTING AND DISCLOSURE
CONTINUOUS 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
Bremworth shares if they were generally available to the market.
Bremworth 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 NZX Listing Rules. To achieve and maintain high
standards of disclosures, Bremworth 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 Board is committed to balanced, clear and objective financial reporting, which includes preparing consolidated financial
statements that comply with New Zealand Generally Accepted Accounting Practice and fairly present the Group’s financial
position as at the Group’s balance date and its financial performance and cash flows for the year ended on that date.
The Audit Committee assists the Board in providing oversight of the quality and integrity of external financial reporting
including the accuracy and completeness of the financial statements. In preparing the consolidated 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 in making informed investment decisions.
All matters required to be addressed, and for which the Committee has responsibility, were addressed during the
reporting period.
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 consolidated financial statements with the Financial
Markets Conduct Act 2013 have been kept.
The former Chief Financial Officer holds the role of Company Secretary. In all secretarial matters, the Board ensures that the
Company Secretary’s reports are objective and that the Company Secretary has unfettered access to the Chair and the
Audit Committee, without reference to the CEO.
GOVERNANCE AND OTHER DISCLOSURES
CORPORATE GOVERNANCE STATEMENT (CONT'D)
GOVERNANCE AND OTHER DISCLOSURES
CORPORATE GOVERNANCE STATEMENT (CONT'D)
YEAR ENDED 30 JUNE 2024YEAR ENDED 30 JUNE 2024
104105
PRINCIPLE 4 REPORTING AND DISCLOSURE (CONT'D)
NON-FINANCIAL REPORTING (INCLUDING SUSTAINABILITY)
In addition to shareholders, Bremworth has a wide range of stakeholders and maintains open channels of communication for
all audiences, including the investing community and the New Zealand Shareholders’ Association, as well as its employees,
suppliers and customers.
Bremworth’s vision is to become a global leader in designing and creating desirable, sustainable, safe and high performing
natural interiors with its purpose to find a more sustainable way. This includes enhancing consumer wellbeing by producing
innovative products in an economically inclusive, socially just and environmentally restorative way, while also being
conscious to how its activities affect employees, contractors, communities and the environment in which it operates.
Insight into Bremworth’s assessment of its business, strategy and performance as well as the progress of its transformational
shift towards becoming a design-led wool-focused company can be found on pages 1 to 29.
A detailed framework addressing the Company’s environmental and social responsibilities has been developed, with the
business following the integrated People, Planet and Prosperity framework with the three key pillars detailed below:
The Board is pleased to provide shareholders with our progress update for the 2024 financial year as the Company continues
to build on the existing framework with climate change and circularity our current key focus areas.
While our decarbonisation programmes have been severely disrupted by the impact of Cyclone Gabrielle on our Napier yarn
spinning plant, we remain committed to our decarbonisation objectives – with the focus currently on how we can work with
our partners in our new hybrid yarn supply chain to reduce our carbon footprint.
We have also continued to look at the raw materials that we use in our manufacturing processes, with the Company having
not only enhanced its visibility into the raw materials within its supply chain but also taken steps to transition away from
insecticides and metal-containing dyes to alternatives that are better for people while also protecting the planet.
Bremworth is not a climate reporting entity (CRE) because it falls under the financial threshold required to be a CRE. As a
consequence, it is not required to prepare and lodge climate statements on the Climate-Related Disclosures (CRD) register
that has been established under the CRD regime that came into effect on 1 January 2024.
Despite this, Bremworth acknowledges the role that it has to play in the move towards decarbonisation and remains
committed to environmental sustainability.
NON-FINANCIAL REPORTING REVIEW PROCESS
Bremworth’s non-financial reporting is not reviewed by an external auditor or otherwise independently audited, with
Bremworth seeking to ensure that its non-financial reporting disclosures are materially accurate by having a robust
internal review process that seeks to ensure the accuracy and objectivity of these disclosures.
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.
Bremworth’s Remuneration Policy is available on the Company’s website.
The Remuneration Committee assists the Board in discharging its responsibilities in relation to setting and reviewing
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 88 (note 9e (Related parties) to
the consolidated financial statements).
The total remuneration paid to the Directors for the year ended 30 June 2024 was $387,100, with the details paid to each
Director set out on page 115.
The Directors do not receive any other benefits (cash or non-cash) in their role as directors and are not entitled to retiring
allowances on cessation of office. Directors are also not entitled to performance-based remuneration.
Directors are not eligible to participate in any of Bremworth’s share-based payment arrangements and no shares, options
or performance rights have been issued to the Directors under any of these share-based payment arrangements.
REMUNERATION STRATEGY
Bremworth’s remuneration strategy is:
—aligned with its recruitment and leadership development philosophies and its approaches to performance management
to ensure the attraction, development and retention of talented individuals; and
—underpinned by a pay-for-performance philosophy and utilises annual performance incentives to provide opportunities
for individuals to achieve market competitive remuneration levels and in the case of superior performance, total
remuneration above market.
CEO AND EXECUTIVE REMUNERATION
The CEO and executive remuneration packages are made up of three key components – being fixed remuneration
(in the form of fixed base salary plus fringe benefits), variable short-term performance incentives and long-term
performance incentives.
FIXED REMUNERATION
Bremworth’s philosophy with respect to fixed remuneration is to ensure that all employees are fairly and equitably
remunerated relative to similar businesses and positions within the New Zealand market.
Fixed remuneration levels are reviewed annually for market competitiveness and alignment with strategic priorities
and performance outcomes and to ensure:
—our employees are strongly motivated to deliver shareholder value;
—the Company is able to attract and retain high-performing employees who will ensure the achievement of
business objectives; and
—the provision of benefits and allowances that contribute to the health and well-being of our employees.
GOVERNANCE AND OTHER DISCLOSURES
CORPORATE GOVERNANCE STATEMENT (CONT'D)
GOVERNANCE AND OTHER DISCLOSURES
CORPORATE GOVERNANCE STATEMENT (CONT'D)
YEAR ENDED 30 JUNE 2024YEAR ENDED 30 JUNE 2024
PLANET
PEOPLE
PROSPERITY
C
O
N
S
U
M
E
R
W
E
L
L
B
E
I
N
G
106107
PRINCIPLE 5 REMUNERATION (CONT'D)
SHORT-TERM PERFORMANCE INCENTIVES
Short-term performance incentives are at-risk payments that are designed to motivate and reward performance during a
financial year, with targets set by the Board having regard to strategic priorities and desired performance outcomes from
time to time.
Short-term performance incentives include both Company targets and individual targets, with minimum thresholds in place
for both of these. Eligibility to short-term performance incentives is conditional on these thresholds being achieved in the
first instance, with pay outs dependent on the extent to which actual performance exceeds the targets determined by
the Board.
The Company targets for the 2023 financial year include both revenue and profitability, with each of these given equal
weightings. No short-term performance incentive plan was implemented for the 2024 financial year as a consequence of
the disruptions to the business following Cyclone Gabrielle.
Individual targets (and the clear measures underlying these targets to determine achievement or non-achievement in any one
year) are set having regard to the roles and responsibilities held by the CEO and each member of the executive leadership
team and as agreed with the Board (in the case of the CEO) and with the CEO (in the case of the executive leadership team)
at the start of the relevant financial year.
Short-term incentives entitlements for on-target performance and over-performance are set out in the table below:
Entitlement for on-target performanceMaximum entitlement for over-performance
CEO40% of base salary60% of base salary
Member of the executive leadership team20% to 25% of base salary30% to 37.5% of base salary
LONG-TERM PERFORMANCE INCENTIVES
Bremworth’s long-term performance incentives are designed to align the interests of the CEO and members of the
Bremworth executive leadership team with those of shareholders, and to incentivise them to enhance long-term shareholder
value, through share-based payment arrangements.
These long-term incentives include:
—the issue of shares and options in September 2021 and April 2022 respectively to the CEO pursuant to the Bremworth
Equity Ownership Plan and the Bremworth Share Option Scheme respectively; and
—the issue of FY23-25 performance rights in October 2022 to selected senior executive employees under the 2022
Long-Term Incentive Scheme.
More information on these long-term incentives can be found on pages 85 and 86 (note 9b (Share-based payment) to the
consolidated financial statements).
The 2022 Long-Term Incentive Scheme provides for the allocation of shares, annually, to such selected members of the
executive leadership team (“the Participants”) as the Board shall determine as part of the Participants’ total remuneration
package, with:
—the market value of the shares to be allocated to the Participants equal to between 20% and 25% of base salary of
the Participants; and
—these shares to vest at the end of the performance period (of up to three years) subject to the fulfilment of the
performance conditions set down by the Board.
No issue of FY24-26 performance rights was made in the 2024 financial year as a consequence of the disruptions to the
business from Cyclone Gabrielle.
PRINCIPLE 5 REMUNERATION (CONT'D)
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, a variable short-term incentive that is payable annually subject to
attainment of targets, awards under the Bremworth Equity Ownership Plan (Bremworth Equity Plan) and the Bremworth
Share Option Scheme (Bremworth Option Scheme) and other benefits (including fringe benefits and holiday pay
entitlements).
The targets under the short-term incentive plan include growth in revenue and/or profitability as well as the delivery of
strategy, health and safety, leadership and culture outcomes as agreed with the CEO at the commencement of the period,
with 40% of fixed base salary payable for on-target performance, and up to 60% payable for over-performance, under
the plan.
No amount was payable under the short-term incentive plan for the year ended 30 June 2023, with the Company failing to
achieve both the revenue and profit targets agreed with the CEO.
The Company did not put in place the short-term incentive plan for the year ended 30 June 2024 as a consequence of the
disruptions to the business following Cyclone Gabrielle.
The Company issued two tranches of options under the Bremworth Option Scheme to the CEO during the year ended
30 June 2022, with 480,000 options on 10 September 2021 and a further 520,000 options on 8 April 2022.
The Company also issued 500,000 fully paid-up ordinary shares pursuant to the terms of the Bremworth Equity Plan to the
CEO on 10 September 2021, with the consideration for the shares of $208,050 funded by way of an interest-free,
full-recourse, loan provided by the Company to the CEO.
The CEO is not entitled to “golden parachute” or “golden handshake” payments on termination of employment, with no
such payments, or other specific termination payments, provided for in his contract of employment.
The remuneration of the CEO can be analysed as follows:
Fixed base salary
received
1
Short term incentive
receivable
1
Share-based
payments
4
Other
benefits received
or receivable
5
Total remuneration
Year ended 30 June 2024$566,500Nil
2
$77,877$ 7 2,7 9 3$717,170
Year ended 30 June 2023$566,500Nil
3
$78,326$31,338$ 6 76,1 6 4
1
Inclusive of 3.0% Employer KiwiSaver
2
No short-term incentive plan for 2024 as a consequence of the disruptions following Cyclone Gabrielle
3
40% of fixed base salary payable for on-target performance and up to 60% payable for over-performance,
with nothing payable for 2023
4
Fair value of options issued under the Bremworth Option Scheme
5
Inclusive of fringe benefits and holiday pay entitlement, as well as a one-off discretionary payment of
$40,000 for post-Cyclone Gabrielle recovery efforts for the year ended 30 June 2024
GOVERNANCE AND OTHER DISCLOSURES
CORPORATE GOVERNANCE STATEMENT (CONT'D)
GOVERNANCE AND OTHER DISCLOSURES
CORPORATE GOVERNANCE STATEMENT (CONT'D)
YEAR ENDED 30 JUNE 2024YEAR ENDED 30 JUNE 2024
108109
PRINCIPLE 6 RISK MANAGEMENT
Bremworth 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 Health and Safety Policy, a Treasury Management Policy and a Delegated
Authority Policy to manage specific risks.
The Board is responsible for overseeing and approving the Company’s risk management framework and risk tolerance levels
as well as ensuring that an effective assurance system is in place, with assistance sought from external independent experts
where appropriate.
PROCESS
The Company conducted a comprehensive review of its key risks during the year. This review took into account, among other
things, the learnings from the disruptions to the business as a consequence of Cyclone Gabrielle, the changes that had to be
made to the business post-Cyclone Gabrielle and the findings of the Board-led strategic review that was concluded earlier in
the year.
In conducting this review, the Company considered both the potential impact and likelihood of risks that had been identified
by its businesses, allowing the Board and management to prioritise these risks and to focus on those areas presenting the
highest risks to the Group.
Management is required, as part of the Company’s risk management framework, to report on the top 10 risks that have been
identified to the Board quarterly – focusing on any changes in potential impact and likelihood of these risks as well as the
control environment that has been put in place to mitigate those risks and the effectiveness of those controls. Additionally,
management is also required, as part of this risk management framework, to report annually on all risks recorded in the risk
register to give the Board insight into risks as a whole and how these have changed over the year.
Some of the risks that have been identified are discussed in more detail below.
FINANCIAL RISKS
The material financial risks facing the business and the management of these risks are discussed at pages 72 to 82 (note 8
(Risks and financial instruments) to the consolidated financial statements) with management operating under the Board-
approved Treasury Management Policy and ensuring that procedures for derivative instrument utilisation, control and
valuation, risk analysis, counterparty credit approval, and ongoing monitoring and reporting are adhered to.
PRINCIPLE 6 RISK MANAGEMENT(CONT'D)
HEALTH AND SAFETY RISKS
The Board has a Health and Safety Policy, a copy of which is published on the Company’s website.
The Health and Safety 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. Our critical risk framework and controls are key enablers and challenge us to design
out risk where possible. To enable our people to thrive, we designed a holistic approach to their safety and wellbeing so that
we support our team to be their best selves.
Our critical risks are shown below:
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
integral part of our business. Health and safety is a standing agenda item at Board meetings and Directors complete site visits
which include a health and safety focus.
Bremworth provides comprehensive training and education that equips our employees with the knowledge and skills to
uphold safety standards, respond effectively to emergencies, and foster a culture of continuous improvement and wellbeing.
There is an ongoing emphasis to learn from high-risk potential events and to proactively manage risks to prevent
reoccurrence. A key initiative to support this is the implementation of a “Learning Teams” approach to investigations.
The Health and Safety programme concentrates on clearly identifying critical risks and strengthening control effectiveness
for these key critical risks. Key areas of the programme include improving machinery safety, implementation of electric
forklifts and reducing hazardous substance risk. Initiatives are executed within a cycle of continuous improvement and with
the input and support of our site Health and Safety committees.
Underpinning this is a focus to protect and grow our talent, maintain strong safety leadership and create psychologically
safe workplaces for our people to thrive.
GOVERNANCE AND OTHER DISCLOSURES
CORPORATE GOVERNANCE STATEMENT (CONT'D)
GOVERNANCE AND OTHER DISCLOSURES
CORPORATE GOVERNANCE STATEMENT (CONT'D)
YEAR ENDED 30 JUNE 2024YEAR ENDED 30 JUNE 2024
Areas with limited access and
potential to contain a toxic or
oxygen-deficient atmosphere.
Fixed plant used in making carpet
and yarn.
Tools or equipment falling
from height.
Powered mobile equipment
including moving vehicles, forklifts
and elevated work platforms.
Person falling from one level
to another.
Loads suspended above ground
such as hoists and slings.
Electricity, fuel, pressure
and hydraulics.
Substances known or suspected to
cause harm to health.
Environmental conditions
and natural disasters.
110111
PRINCIPLE 6 RISK MANAGEMENT(CONT'D)
CLIMATE-RELATED RISKS
The climate-related risks facing the business, and the management of these risks, are discussed at page 91 (note 9h (Climate-
related disclosures) to the consolidated financial statements).
CYBER RISKS
In response to cyber threats – which are continuing to grow and evolve – Bremworth has a comprehensive programme in
place to protect itself against these threats.
This programme includes external independent reviews of the control environment that has been put in place, regular
penetration tests to provide ongoing assurances around the integrity of that control environment and the various initiatives
aimed at raising awareness internally of these threats. Additionally, Bremworth also has insurance cover against cyber risks.
Internal monitoring and maintenance procedures have also been established, with Bremworth consistently achieving a
security score well above the average for organisations of a similar size.
BUSINESS AND OTHER OPERATIONAL RISKS
Business and operational risks facing Bremworth include the risks arising from the new hybrid yarn supply chain that has
been established in response to the disruptions brought about by Cyclone Gabrielle, with the Company undertaking a staged
reinstatement of machinery at its Napier yarn spinning plant to mitigate those risks while also enabling it to continue to
innovate and scale distinctive product ranges.
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.
Specifically, the External Audit Independence Policy requires, among other things:
—the rotation of the key audit partner every five years, with Philippa Cameron, the current key audit partner having
completed four years in that role;
—a mandatory three year stand down period to be completed before a key audit partner can be appointed to the
Bremworth audit again.
The Company does not currently have a policy on the tenure of its audit firm, with PwC appointed external auditor in
May 2021.
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.
Bremworth’s external auditor 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.
The fees paid to the external auditor for audit work for the years ended 30 June 2023 and 2024 are set out on page 57
(note 4e (Administration expenses) to the consolidated financial statements).
All non-audit work carried out by the external auditor are required to be approved by the Board 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.
The external auditor did not provide any non-audit services during the 2024 financial year.
INTERNAL AUDIT
Bremworth suspended its internal audit programme during the year, pending the complete review of the key risks facing its
businesses as discussed in more detail under Principle 6 – Risk Management.
This review work, which was completed during the year, will inform the internal audit programme going forward, with the
focus of the programme directed at the key risks that have been identified and the control environment that has been put in
place to manage these key risks.
Bremworth adopts a risk-based approach to internal audit that prioritises audit activities based on the potential impact and
likelihood of risks, with this approach helping to ensure that audit resources are not only adequate but also focused on those
areas that present the highest risks to the Group.
The Group anticipates that its internal audit programme will provide objective assurance of the effectiveness of its internal
control framework while also bringing a disciplined approach to evaluating and improving the effectiveness of risk
management, internal controls and governance processes.
GOVERNANCE AND OTHER DISCLOSURES
CORPORATE GOVERNANCE STATEMENT (CONT'D)
GOVERNANCE AND OTHER DISCLOSURES
CORPORATE GOVERNANCE STATEMENT (CONT'D)
YEAR ENDED 30 JUNE 2024YEAR ENDED 30 JUNE 2024
112113
GOVERNANCE AND OTHER DISCLOSURES
DISCLOSURES UNDER THE COMPANIES ACT 1993
YEAR ENDED 30 JUNE 2024
PRINCIPLE 8 SHAREHOLDER RIGHTS AND RELATIONS
Bremworth 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.
Bremworth is also committed to giving all shareholders comprehensive, timely and equal access to information about its
activities and keeps shareholders informed through:
—continuous disclosures to NZX;
—half year and annual reports, including accompanying shareholder presentations where appropriate;
—the Annual Meeting and any other meetings of shareholders called to obtain approval for Board actions as appropriate;
and
—the Company’s website www.bremworth.co.nz/investor-centre where investors and interested stakeholders can
access financial and operational information and key corporate governance information about the Company.
The Board 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.
SHAREHOLDER MEETINGS
The Board encourages full participation of shareholders at shareholder meetings to ensure a high level of Director and
management accountability and shareholder identification with Bremworth’s strategies and goals – with shareholders able
to attend and participate at shareholder meetings either in person or virtually (that is, online).
Shareholders are able to ask questions of and express their views to the Board, management and the external auditor at
Annual Meetings of shareholders. The Board adopts the one share, one vote principle, conducting voting at shareholder
meetings by poll. Shareholders are also able to cast postal votes or vote by proxy ahead of meetings without having to
physically attend those meetings.
Bremworth aims to make its notice of Annual Meeting and any other meetings of shareholders available on its website at
least 20 working days prior to the meeting, with the notice of meetings accompanied by virtual meeting guides that help
shareholders understand how the virtual meetings would be conducted and how to better participate at these meetings.
The next Annual Meeting is to be held on Tuesday, 26 November 2024.
VARIANCES TO NZX CORPORATE GOVERNANCE CODE
NZX Corporate Governance Code
Principle
NZX Corporate Governance Code
RecommendationKey differenceBoard’s position
1. Ethical Standards1.1: Training should be
provided regularly
Regular training on the Code
of Conduct and Ethics is not
being provided
This is under consideration with
the new executive leadership
team in place and the additional
resourcing that is available
2. Board Composition
and Performance
2.5: The Board should set
measurable objectives for
achieving diversity
The Board has not set
measurable objectives under the
Diversity and Inclusion Policy for
achieving diversity
The Board considers diversity
outcomes can be achieved
without measurable objectives,
with the increase in the number
of women in the executive
leadership team (from two
to three or from 20% to 43%)
over the 2024 financial year
demonstrating this approach
GOVERNANCE AND OTHER DISCLOSURES
CORPORATE GOVERNANCE STATEMENT (CONT'D)
YEAR ENDED 30 JUNE 2024
DIRECTORS
The Directors of the Company as at 30 June 2024 were:
George Adams
Paul Izzard
John Rae
Katherine Turner
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 88 (note 9e (Related parties) to the consolidated financial statements).
INDEMNITY AND INSURANCE
The Board of Directors 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 August 2024 was $139,075 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 2024 were:
Dianne Williams
Beneficial5,000
Other-
There is no requirement for the Directors to hold shares in the Company, with the Directors only encouraged to do so
pursuant to the Board Charter.
Directors are not eligible to participate in any of Bremworth’s share-based payment arrangements and no shares, options
or performance rights have been issued to the Directors under any of these share-based payment arrangements.
114115
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 2024 were:
George AdamsApollo Foods Limited
Mars Manufacturing Limited
The Apple Press Limited
Apollo Brands Limited
Arborgen Holdings Limited
Insightful Mobility Limited
Netlogix Group Holdings Limited
New Zealand Frost Fans Limited
Synlait Milk Limited
Synlait Milk Finance Limited
Business Leaders Health and Safety Forum
Worksafe Partners Advisory Group
Executive Chairman and shareholder
Director
Director
Director
Director and shareholder
Chairman and shareholder
Chairman
Chairman and shareholder
Chairman
Chairman
Chairman
Member
Paul IzzardPaul Izzard Design Limited
Windswept Trust
Director and shareholder
Tr u s te e
John RaeAbodo Limited
Corson Grain Limited
Crown Regional Holdings Limited
F J Hawkes & Co. Limited
Gobble Limited
Jaffa Holdings Limited
Kingyo Foods Limited
Midlands Fund Management Limited
Thos Corson Holdings Limited
Wet Gisborne Limited
Te Rahui Herenga Waka Whakatane GP
New Zealand Government Waste Minimisation Fund
JR Family Trust
Chairman
Director
Chairman
Director and shareholder
Director and shareholder as nominee
Director and shareholder
Director and shareholder as nominee
Director
Chairman
Director
Chairman
Panel Member
Tr u s te e
Katherine TurnerCompac Sorting Equipment Limited
Compac Technologies Limited
Taste Technologies Limited
Taste Technologies Installations Limited
Cresta Properties Limited
Garden to Table
Director
Director
Director
Director
Director and shareholder
Tr u s te e
Dianne WilliamsCoromandel Pure Honey 2020 Limited
Darden Limited
Darden Holdings Limited
Stepchange Consulting Limited
Director and shareholder
Director and shareholder
Director and shareholder
Director and shareholder
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 2024 were:
Board
Audit
Committee
Remuneration
Committee
Nomination
Committee
Other
benefitsTo tal
George Adams$1 2 8,1 0 0––––$1 2 8,1 0 0
Paul Izzard
1
$61,000––––$61,000
John Rae$61,000––––$61,000
Katherine Turner$61,000$10,000–––$71,000
Dianne Williams$61,000–$5,000––$66,000
To t al$372,10 0$10,000$5,000––$ 3 8 7, 1 0 0
1
Fees paid to Paul Izzard Design Limited for professional services rendered are disclosed on page 88 (note 9e (Related Parties) to the consolidated
financial statements).
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 2024 fall into the various brackets specified by the Companies Act 1993 is as follows:
Remuneration and value
of other benefits ($)
Number of employees
– 2024
Number of employees
– 2023
100,000 – 109,999
110,000 – 119,999
120,000 – 129,999
130,000 – 139,999
140,000 – 149,999
150,000 – 159,999
160,000 – 169,999
170,000 – 179,999
180,000 – 189,999
190,000 – 199,999
210,000 – 219,999
220,000 – 229,999
230,000 – 239,999
240,000 – 249,999
250,000 – 259,999
260,000 – 269,999
270,000 – 279,999
280,000 – 289,999
290,000 – 299,999
310,000 – 319,999
410,000 – 419,999
430,000 – 439,999
470,000 – 479,999
510,000 – 519,999
670,000 – 679,999
690,000 – 699,999
710,000 – 719,999
14
16
5
7
5
3
1
3
1
2
1
–
–
2
1
2
1
–
2
–
–
–
1
1
–
1
1
17
7
10
6
8
1
2
3
–
3
–
2
2
1
–
–
1
1
–
1
1
1
–
–
1
–
–
Total number of employees7068
GOVERNANCE AND OTHER DISCLOSURES
DISCLOSURES UNDER THE COMPANIES ACT 1993 (CONT'D)
GOVERNANCE AND OTHER DISCLOSURES
DISCLOSURES UNDER THE COMPANIES ACT 1993 (CONT'D)
YEAR ENDED 30 JUNE 2024YEAR ENDED 30 JUNE 2024
116117
DONATIONS
Refer to page 57 (note 4e (Administration expenses) to the consolidated financial statements).
The Company does not make political donations.
AUDIT FEES
Refer to page 57 (note 4e (Administration expenses) to the consolidated financial statements).
SUBSIDIARY COMPANY DIRECTORS
The following persons respectively held office as directors of subsidiary companies as at the end of the year:
Subsidiaries Directors
Bremworth Carpets and Rugs Limited
Bremworth Spinners Limited
Elco Direct Limited
Bremworth Share Scheme Limited
Cavalier Bremworth Limited
Cavalier Bremworth (Australia) Limited
Cavalier Bremworth (North America) Limited
Cavalier Spinners Limited
Knightsbridge Carpets Limited
EnCasa Carpets Limited
Norman Ellison Carpets Limited
Carpet Distributors Limited
Horizon Yarns Limited
Cavalier Commercial Limited
Radford Yarn Technologies Limited
E Lichtenstein and Company Limited
Elcopac Limited
Elcowool Limited
e-Wool Limited
Microbial Technologies Limited
Northern Prospecting Limited
Greg Smith
Bremworth Pty. Limited
Cavalier Holdings (Australia) Pty. Limited
Cavalier Bremworth Pty. Limited
Norman Ellison Carpets Pty. Limited
Cavalier Commercial Pty. Limited
Greg Smith
Michael Ingham
No subsidiary company directors received, in their capacity as such, directors’ fees or other benefits from the subsidiaries.
Greg Smith is a trustee of The New Zealand Chiropractic Education Trust Board, with that interest noted in the interests
register of the subsidiary companies.
The remuneration and value of other benefits of these directors is disclosed under employees’ remuneration on page 115.
ANALYSIS OF SHAREHOLDINGS
Number of shareholders%Shares held%
Size of shareholdings
Up to 1991003.6 88,2590.01
200 – 4991174.3039,6820.0 6
500 – 9992107.7 31 4 5,74 40.21
1,000 – 1,9994661 7. 1 46 34,5150.91
2,000 – 4,99967924.982,072,8272.9 6
5,000 – 9,9994401 6.1 92,9 0 9,74 94.1 5
10,000 – 49,9995682 0.9 011,218,29016.01
50,000 – 99,999702.5 84,6 4 4,8676.6 3
Over 99,999682.5 04 8,395,49 36 9.0 6
2,71 8100.007 0,0 6 9,4 2 6100.00
Location of shareholders
New Zealand2,6 0 29 5.7 369,069,06998.57
Overseas
Australia732.6 9494,86 60.7 1
Others431.5 85 0 5,4910.7 2
2,71 8100.007 0,0 6 9,4 2 6100.00
Shares held%
Top 20 shareholders
Rural Aviation (1963) Limited8,567,6 4212.23
Custodial Services Limited (Account 4)4,3 5 9,7 7 06.22
Brian Edward Woolf3,800,0005.4 2
Brigit Kirsten Timpson2,4 02,6 803.4 3
Matthew Charles Timpson and Rennie Cox Trustees No 8 Limited (Matthew Timpson Family Account)2,4 02,6 803.4 3
Suzanne Rachel Timpson and Fairlie Ann Milne (Suzanne Timpson No 1 Family Account)2,4 02,6793.4 3
New Zealand Depository Nominee Limited (Account 1 Cash Account)2,1 81,3 4 93.11
FNZ Custodians Limited2,0 42,55 02.92
Gregory John Muir1,225,0001.7 5
Accident Compensation Corporation1,162,0621.6 6
Maarten Arnold Janssen1 , 0 2 7, 5 1 61.47
Fergus David Elliott Brown1,000,0001.4 3
F B Trustee Limited (Fergus Brown Family Account)1,000,0001.4 3
Ian David McIlraith940,0001.34
Bremworth Share Scheme Limited8 9 0,3281.27
Masfen Securities Limited7 8 7, 5 0 01.1 2
Neil Douglas Waites7 3 7, 9 8 91.0 5
Percy Keith McFadzean715,0001.0 2
Forsyth Barr Custodians Limited (1-Custody)6 82,59 90.97
Graham James Munro and Zita Lillian Munro588,0000.8 4
38,915,34 455.5 4
GOVERNANCE AND OTHER DISCLOSURES
DISCLOSURES UNDER THE COMPANIES ACT 1993 (CONT'D)
YEAR ENDED 30 JUNE 2024
GOVERNANCE AND OTHER DISCLOSURES
DISCLOSURES UNDER THE NZX LISTING RULES
AS AT 31 AUGUST 2024
118119
SUBSTANTIAL PRODUCT HOLDERS
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
G C W Biel8 , 4 6 7,6 4 2
Rural Aviation (1963) Limited8 , 4 6 7,6 4 2
Brian Edward Woolf3,600,000
The total number of ordinary shares, being the only class of listed voting securities in the Company, as at 30 June 2024
was 70,069,426.
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
SHAREHOLDER INFORMATION
ANNUAL MEETING OF SHAREHOLDERS
Time and date 2 p.m., Tuesday, 26 November 2024
Venue Residium Design + Building Centre
165 The Strand
Parnell
Auckland
CORPORATE CALENDAR
26 November 2024 2024 Annual Meeting of shareholders
31 December 2024 End of 2025 half year
Mid-February 2025 Announcement of 2025 half year result and release of 2025 half year report
30 June 2025 End of 2025 financial year
Late August 2025 Announcement of 2025 annual result
September 2025 Period for director nominations
End of September 2025 Release of 2025 Annual Report
2024
$000
2023
$000
2022
$000
2021
$000
2020
$000
2019
$000
2018
$000
Financial Performance
Operating revenue$80,294$89,689$ 95,4 8 5$111,577$ 1 1 7, 9 8 1$135,23 4$1 4 8,1 2 0
EBITDA (normalised)(5,181)(200)4,9183,3 8 52,30 07, 0 7 69,9 9 8
Depreciation - owned assets(858)(820)(683)(379)(2,418)(3,47 9)(3,561)
Depreciation - right-of-use assets(1,057)(994)(954)(534)(1,7 7 9)––
Depreciation - recycled through inventory––194(764)(265)––
Amortisation - intangibles(25)(25)–––––
EBIT (normalised)( 7, 1 2 1 )(2,0 39)3,4751,7 0 8( 2,1 6 2)3,5976,4 37
Finance costs(825)(1,0 4 5)(1,02 9)(1,1 2 4)(2,5 35)(1,7 9 0)( 2,7 9 8)
Finance income1,34 450215968–––
Share of profit after tax of equity-accounted
investees (normalised)–––––6441,41 9
Profit/(Loss) before income tax (normalised)(6,6 02)(2,582)2,6 0 5652(4,697)2,4 515,058
Income tax (expense)/benefit(301)(263)(870)(276)1,24 0(572)(1,0 8 4)
Profit/(Loss) after tax (normalised)(6,90 3)(2,84 5)1,7 3 5376(3,457)1,8793,974
Abnormal gains/(losses) (after tax)11,5 4 61 3,5 815051,35 3(17,994)(18,6 59)107
Profit/(Loss) after tax attributable to
shareholders of the Company (GAAP)$ 4,6 4 3$1 0,7 3 6$2,24 0$1,7 2 9($21,4 51)($1 6,7 8 0)$ 4,0 81
Financial Position
Shareholders’ equity54,4235 0,2233 7,7 7 135,5923 3,6 3754,98972,222
Loans and borrowings - term portion–––––2 0,5 0 02 7, 5 0 0
Term liabilities17,80818,2271 9,2 512 0,9783,5111,6182,02 9
Loans and borrowings – current portion––––15,8 0 0–4,000
Current liabilities22,6 8 722,6 8 621,88021,4 5 31 7, 0 3 322,2272 7, 2 5 3
Shareholders’ equity and total liabilities$94,918$91,136$78,9 02$78,023$ 6 9,9 81$ 9 9,3 3 4$1 3 3,0 0 4
Property, plant and equipment13,2411 0,1 4 814,3061 2,0 9 42 2,7 2 53 0,1 6 43 5,1 4 2
Right-of-use assets8,80 48,6169,2 8 09,9 6 8430––
Intangible assets6186–––––
Investment in equity-accounted investees––––––24,5 4 4
Goodwill and other intangibles––––––2,362
Deferred tax asset4025765327326005,4 5 64,971
Non-current assets22,5 081 9,4 2 62 4,11 82 2,7 9 42 3,75 53 5,62 06 7, 0 1 9
Cash and bank31,6 4 53 9,31 914,8 7422,5 081,2762,7 2 42,111
Current assets4 0,76 532,3913 9,91 03 2,7 214 4,9506 0,9 9 06 3,8 74
Total assets$94,918$91,136$78,9 02$78,023$ 6 9,9 81$ 9 9,3 3 4$1 3 3,0 0 4
GOVERNANCE AND OTHER DISCLOSURES
TREND STATEMENT
GOVERNANCE AND OTHER DISCLOSURES
DISCLOSURES UNDER THE FINANCIAL MARKETS CONDUCT ACT 2013
AS AT 30 JUNE 2024
120121
GOVERNANCE AND OTHER DISCLOSURES
TREND STATEMENT (CONT'D)
2024
$000
2023
$000
2022
$000
2021
$000
2020
$000
2019
$000
2018
$000
Abnormal items (after tax)
Cyclone Gabrielle related income26,5 0 035,5 0 0–––––
Cyclone Gabrielle related asset write offs
and expenses(14,666)(14,275)–––––
Impairment of assets(297)( 7, 6 4 4 )––(5,0 95)(4,41 3)–
Restructuring costs(1,073)––(1,271)(854)–136
Reversal of impairment of fixed assets1,082–––––99
Impairment of right-of-use assets––––(2,0 9 4)––
Impairment of intangible assets–––––(2,362)–
Impending change in legislation relating
to tax depreciation on buildings––––2,94 0––
Derecognition of deferred tax assets––––(12,891)––
Gain on sale of property–––2,624–––
Scour merger costs––––––(128)
Loss on sale of interest in, and property
held by, equity-accounted investees–––––(11,884)–
Reversal of normalised tax expense––505––––
To t al$11,5 4 6$1 3,5 81$505$1,35 3( $ 1 7, 9 9 4 )($18,6 59)$107
GOVERNANCE AND OTHER DISCLOSURES
TREND STATEMENT (CONT'D)
2024202320222021202020192018
Financial Ratios and Summary
Use of Funds and Return on Investment
Return on average shareholders’ equity
(normalised) - %(13.2)(6.5)4.71.1( 7. 8 )3.05.7
Basic earnings per ordinary share (normalised)
- cents(9.8 5)(4.0 8)2.510.5 5(5.0 3)2.745.7 9
Diluted earnings per ordinary share (normalised)
- cents( 9.71 )(3.9 9)2.4 60.5 4(5.0 3)2.745.7 9
Financial Structure
Net tangible asset backing per ordinary share - $0.6 40.5 80.4 00.3 60.470.7 20.9 4
Equity ratio - %5 7. 35 5.14 7. 94 5.64 8.15 5.45 4.3
Share Price ($)
30 June0.380.4 00.470.4 90.2 20.320.62
52 week high0.6 80.6 40.8 50.4 90.3 80.6 80.6 3
52 week low0.360.3 00.4 50.210.1 60.310.2 7
Market Capitalisation ($000)
30 June26,62628,02832,1 6 83 3,6 5 31 5,1 0 921,97 742,581
Capital Expenditure and Depreciation ($000)
Capital expenditure4,1471,9562,8982,4 812,11 94,7 0 51,622
Depreciation - owned assets8588206833792,4183,47 93,5 61
Depreciation - right-of-use assets1,0579949545341,7 7 9––
122123
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
(normalised)
Profit/(Loss) after tax (normalised)
Average shareholders’ equity
Basic earnings per ordinary share
(normalised)
Profit/(Loss) after tax (normalised)
Weighted average number of ordinary shares on issue during the year
Diluted earnings per ordinary share
(normalised)
Profit/(Loss) after tax (normalised)
Weighted average number of ordinary shares on issue during the year
(including the maximum number of shares that could be issued under the
Company’s LTI Scheme and the Bremworth Option Scheme)
FINANCIAL STRUCTURE
Net tangible asset backing
per ordinary share
Net assets less goodwill and intangible assets
Number of ordinary shares on issue at balance date
Equity ratioShareholders’ equity
Shareholders’ equity and total liabilities
GOVERNANCE AND OTHER DISCLOSURES
DISCLOSURE OF NON-GAAP FINANCIAL INFORMATION
The Directors acknowledge that the Annual Report, including the Trend Statement from pages 119 to 122, 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.
The Directors believe that the non-GAAP financial information contained within the Trend Statement (more particularly, the
non-GAAP measures of financial performance such as “EBITDA (normalised)”, “EBIT (normalised)”, “Profit before income tax
(normalised)” and “Profit after tax (normalised)” as well as the various other financial ratios that are based on normalised results
– for example, earnings per share) provide useful information to investors regarding the performance of the Group because the
calculations exclude restructuring costs and other gains/losses (for example, gain/loss on sale of property and investments)
that are not expected to occur on a regular basis either by virtue of quantum or nature.
In arriving at this view, the Directors have also taken cognisance of the regular requests by users of the consolidated 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’.
124125
GOVERNANCE AND OTHER DISCLOSURES
DISCLOSURE OF NON-GAAP FINANCIAL INFORMATION (CONT'D)
GOVERNANCE AND OTHER DISCLOSURES
DISCLOSURE OF NON-GAAP FINANCIAL INFORMATION (CONT'D)
RECONCILIATION OF GAAP-COMPLIANT TO NON-GAAP-COMPLIANT MEASURES OF PROFIT AFTER TAX
Year ended 30 June 2024Year ended 30 June 2023
GAAP
$000
Adjustments
$000
Normalised
$000
GAAP
$000
Adjustments
$000
Normalised
$000
Revenue$89,689–$89,689$ 95,4 8 5–$ 95,4 8 5
EBITDA6,365(11,5 4 6)(5,181)1 3,3 81(1 3,5 81)(200)
Depreciation - owned assets(858)–(858)(820)–(820)
Depreciation - right-of-use assets(1,057)–(1,057)(994)–(994)
Amortisation - intangible assets(25)–(25)(25)–(25)
EBIT4,425(11,5 4 6)( 7, 1 2 1 )11,5 42(1 3,5 81)(2,0 39)
Finance costs(825)–(825)(1,0 4 5)–(1,0 4 5)
Finance income1,34 4–1,34 4502–502
Profit/(Loss) before tax4,94 4(11,5 4 6)(6,6 02)10,999(1 3,5 81)(2,582)
Tax expense(301)–(301)(263)–(263)
Profit/(Loss) after tax
$ 4,6 4 3(11,5 4 6)(6,90 3)$1 0,7 3 6(1 3,5 81)(2,84 5)
Abnormal gains after tax11,5 4 611,5 4 61 3,5 811 3,5 81
Profit after tax (GAAP)–$ 4,6 4 3–$1 0,7 3 6
Analysis of abnormal items
Year ended 30 June 2024Year ended 30 June 2023
Profit
before tax
$000
Ta x
effect
$000
Profit
after tax
$000
Profit
before tax
$000
Ta x
effect
$000
Profit
after tax
$000
Cyclone Gabrielle related income26,5 0 0–26,5 0 035,5 0 0–35,5 0 0
Cyclone Gabrielle related asset
write offs and expenses and asset
impairment reversed(13,881)–(13,881)(21,919)–(21,919)
Restructuring costs(1,073)–(1,073)–––
To t al$11,5 4 6–$11,5 4 6$1 3,5 81–$1 3,5 81
Calculation of basic and diluted earnings per share
under GAAP and non-GAAP measures of profit after tax
Year ended 30 June 2024
GAAP-compliant
reported profit
after tax
Reverse abnormal
items (net of tax)
where applicable
Non-GAAP-compliant
normalised profit
after tax
Profit attributable to shareholders ($000)4,6 4 3(11,5 4 6)(6,90 3)
Weighted average number of ordinary shares (basic)7 0,0 6 9,4 2 67 0,0 6 9,4 2 6
Earnings per share (basic) (cents)6.6 3(9.8 5)
Weighted average number of ordinary shares (diluted)71,0 6 9,4 2 671,0 6 9,4 2 6
Earnings per share (diluted) (cents)6.5 3( 9.71 )
Year ended 30 June 2023
Profit attributable to shareholders ($000)1 0,7 3 6(1 3,5 81)(2,84 5)
Weighted average number of ordinary shares (basic)69,771,83769,771,837
Earnings per share (basic) (cents)15.39(4.0 8)
Weighted average number of ordinary shares (diluted)7 0,7 71,8 3 77 0,7 71,8 3 7
Earnings per share (diluted) (cents)1 5.17(4.0 2)
126127
GOVERNANCE AND OTHER DISCLOSURES
CORPORATE DIRECTORY (CONT'D)
GOVERNANCE AND OTHER DISCLOSURES
CORPORATE DIRECTORY
BOARD OF DIRECTORS
George Adams DipFSA(Hons), FCA, CFInstD
Independent
Chair of the Board of Directors
Chair of Nomination Committee
Member of Audit and Remuneration Committees
Paul Izzard BA (Hons) Interior Design
Independent
Member of Audit and Remuneration Committees
John Rae B.Com., LLB, CMInstD
Independent
Member of Audit, Remuneration and Nomination Committees
Katherine Turner B.Com., CA, CMInstD
Independent
Chair of Audit Committee
Member of Remuneration Committee
Dianne Williams B.Com., MBA, CMInstD
Independent
Chair of Remuneration Committee
Member of Audit and Nomination Committees
DIRECTOR EMERITUS
Grant Biel B.E. (Mech.)
CHIEF EXECUTIVE OFFICER
Greg Smith
EXECUTIVE LEADERSHIP TEAM
Chief Financial Officer Mandy Tomkins-Dancey
Chief Operating Officer Nicola Simpson
Chief Brand and Product Officer Rochelle Flint
General Manager Global Sales Dean Chandler
General Manager Wool Procurement Shane Eades
SENIOR MANAGERS
General Manager Tufting Plant Jason Howearth
General Manager Yarn Plants Andrew Karl
General Manager Logistics and Property Garth Clarke
COMPANY SECRETARY
Victor Tan
FOUNDING SHAREHOLDER
The late Anthony Charles Timpson ONZM
REGISTERED OFFICE
7 Grayson Avenue, Auckland 2104,
P O Box 97040, Auckland 2241.
Telephone: 0800 808 303, +64-9-277 6000, Website: bremworth.co.nz
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.
AUDITOR
PricewaterhouseCoopers
LEGAL ADVISORS
Russell McVeagh
BANKERS
Bank of New Zealand
National Australia Bank Limited
WEBSITES
Corporate bremworth.co.nz/investor-centre
Carpet Operation bremworth.co.nz
bremworth.com.au
Wool Operation elcodirect.co.nz
Share Registrar computershare.com/nz
Bremworth Ltd
7 Grayson Avenue, Auckland 2104, P O Box 97040, Auckland 2241
Telephone: 0800 808 303, +64-9-277 6000 www.bremworth.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.