Beyond the Journey 2014-1 5 ANN UA L R EP OR T ...because we know there’s more to travel than travelling. At CTM we believe true innovation comes from looking beyond, from challenging convention, from seeing the big picture. It’s that kind of thinking that’s created some of the most innovative and intelligent advancements in travel management and it’s that kind of focus that gives our clients a truly competitive edge. C O N T E N T S Chairman’s Report ......................................................................................4 Managing Director’s Report ........................................................................6 CTM’s Global Growth ............................................................................... 10 CTM Global Showcase ............................................................................. 12 SMART Technology .................................................................................. 14 Directors .................................................................................................. 16 Leadership Team ...................................................................................... 18 Financial Report ....................................................................................... 20 2 3 “Each year has delivered growth in profitability and enhanced return on equity to shareholders.” Chairman’s Report I am pleased to present the 2015 Annual Financial The Group continued to achieve strong organic growth Report of Corporate Travel Management Limited in a challenging global economic climate, which, (“CTM” or “the Group”). The Group has had another strong year, its 5th year since the IPO of the Company in December 2010. together with the European acquisition and a further three acquisitions in North America, enabled CTM to achieve a record turnover. Each year has delivered growth in profitability and The Group also continued its investment in enhanced return on equity to shareholders. delivering innovative client facing products to the During the year, the Group expanded its global presence with entry into the European market. Chambers Travel Group Limited was acquired on market, when, coupled with the continued high service levels, has maintained its focus on strong client engagement. 2 January 2015. This acquisition completes the stated I would like to take this opportunity to thank the strategy of a global footprint of owned businesses in management team and staff for their efforts, and the four key regions. The Group now has operations congratulate them on the continued success of in Australia and New Zealand, North America, Asia CTM as a leading-edge and profitable corporate travel and Europe. solutions company. The 2015 financial year was pivotal in CTM becoming I would also like to thank CTM’s shareholders, their a truly global corporate travel solutions company, Board, and most importantly, CTM’s clients for their enabling CTM to offer clients a truly global solution to continuing support. their travel requirements. CTM already had a strong relationship with Chambers Travel Group and was delighted when the owners of Chambers Travel Group agreed to join the CTM family. In addition, CTM is consolidating its operations in North America, where, with the acquisition of three further businesses, has enabled CTM to establish economies of scale and a more effective leadership model. The Board has declared a dividend of 10.0 cents per share on 26 August 2015, which will be paid on 9 October 2015 to all shareholders registered on 10 September 2015. Tony Bellas Chairman Corporate Travel Management Limited 26 August 2015 Tony Bellas, Chairman Corporate Travel Management Limited 4 4 5 “We now have operations in the four key markets identified as a cornerstone of CTM’s global strategy.” Managing Director’s Report Dear Shareholders, Introduction CTM has again delivered an excellent result. The most Total equity of $235.9m at 30 June 2015 compares with $132.9m at 30 June 2014, an increase of $103.0m or 77.5% over the year. pleasing aspect was that all CTM regions experienced The Group focused on the following key initiatives record profits, and all acquisitions contributed to this during the year: profit growth. We remain well placed to benefit from future upturns in the general economic environment. The acquisition of the Chambers Travel Group on 2 January 2015 means that we now have operations in the four key markets identified as a cornerstone of CTM’s global strategy. Outstanding performance Win and retain clients CTM’s client service was enhanced through the delivery of innovative technology, particularly implementing its SMART technology during the year. This technology is being implemented in all regions. CTM is now leveraging its expanding global footprint, to grow the business through cross selling across its In the year to 30 June 2015, CTM’s TTV (total regions, noting that CTM now manages 48 clients transaction value) of $2,656m (unaudited) was 92% across more than one CTM region. higher than the previous year and travel income of $196.4m was 80% higher than the previous year. Continued investment in sales and marketing resources resulted in a record new client wins year, which CTM’s statutory net profit after tax (“NPAT”) of $26.4m positions the Company well for FY15 and beyond. for the year to 30 June 2015 compares with $15.8m in In addition, client retention has continued to be strong, the previous year, representing a 67.1% increase. exceeding 96%. Financial position Staff and client satisfaction CTM is in a sound financial position, with total assets of CTM maintains a continuous feedback process $440.4m at 30 June 2015, an increase of $192.0m or through innovation, to ensure productivity improvement 77.3% from 30 June 2014. The growth in assets is largely for our clients. due to the four acquisitions completed during the year. Client and staff survey’s response results were at The continued generation of strong cash flows record levels. contributed to the Group’s sound financial position, with net cash flows from operating activities of $24.4m over the year to 30 June 2015. Mergers and acquisitions During the year, the Group completed the acquisition of Chambers Travel Group, a European based travel On 31 December 2014, CTM raised a further agent. In addition, a further three acquisitions were $45.5m through the equity market, to assist with completed in North America being USTravel in the funding the acquisition of the European based agency, Pacific North West, Avia Travel in Houston, Texas, and Chambers Travel Group. Diplomat Travel in Washington DC. These acquisitions Jamie Pherous, Managing Director Corporate Travel Management Limited 6 6 7 continue the footprint expansion in North America The Board and the senior management team appreciate and provide additional scope to be leveraged in the the contribution that CTM’s staff have made to future. The Group now has operations in Australia the Group’s strong performance in 2014/15. Their and New Zealand, North America, Asia and Europe, professionalism and commitment have been fundamental across 56 cities in 32 countries. to the development of CTM’s reputation as a highly CTM continues to pursue additional EPS accretive valued business partner for its clients. Positioning for the future CTM’s continued investment in innovative client facing technology, particularly the introduction of CTM SMART, coupled with the entry into the European market and enhanced market presence in North America, has the Company well positioned for growth. The entry into the European market is an exciting new phase for the Group. We now have operations in the four identified key markets. CTM is now operating out of 56 cities in 32 countries, the Group is building on expansive global footprint that positions itself for sustained growth. CTM’s focus remains its clients and staff, to ensure its service offering is both innovative and cost effective, and enabling staff to offer the personalised service and expertise demanded by clients. I look forward to working with staff, clients, key suppliers and the Board in pursuing the challenges and opportunities that lie ahead and to continue to deliver outstanding results for CTM’s clients and shareholders. Jamie Pherous Managing Director Corporate Travel Management Limited 26 August 2015 acquisitions. “ Client and staff survey’s response results were at record levels.” Business drivers The success of CTM’s business continues to be based on the following key drivers: • Strong client wins across the Group with CTM’s continued investment in technology and business tools continuing to strengthen CTM’s competitive advantage. • Continued high levels of client retention, underpinned by high levels of client satisfaction and staff engagement. • Improving CTM’s internal processes and the competency of CTM’s people, so that CTM’s service platform is most effective in supporting CTM’s clients’ needs. Employees A competent and motivated workforce is integral to CTM’s success. CTM’s culture is founded upon the notion of listening to CTM’s staff, in order to provide a workplace that empowers people, through good processes and excellent training, to grow, evolve, and deliver the superior service that CTM’s clients demand. CTM continues to invest in its people, through its in- house training programs, selective recruitment and a commitment to provide the resourcing to support its people in delivering service excellence to clients. Over the past year, the total number of employees increased by 40.3% to 1,871, reflecting the Chambers Travel Group, US Travel, Avia and Diplomat Travel acquisitions and CTM’s positioning to underwrite growth with the most skilled talent. 8 9 Dutch Harbor Prudhoe Bay Fairbanks Anchorage Juneau Tacoma Portland Woodinville Seattle Spokane Urbandale Denver Washington DC Dallas Fort Worth Houston Lafayette Baton Rouge New Orleans North America FY15 TTV: $612.9m FTE: 362 NO. CLIENTS: 200 Oslo Glasgow Stockholm Amsterdam Berlin London Paris Prague Baar, Switzerland Milan Beijing Seoul Shanghai Tokyo Bahrain Riyadh Kuwait Qatar Dubai Dhaka Guangzhou Macau Taipei Hong Kong Shenzhen Mumbai Bangkok Phnom Penh Manila Ho Chi Minh City Kuala Lumpur Singapore Jakarta Perth Brisbane Gold Coast Sydney Melbourne Auckland CTM’s Global Growth The 2015 financial year saw CTM’s much anticipated move into the European market with the acquisition of Chambers Travel, and further extend its US presence to the eastern seaboard with the acquisition of Diplomat Travel. These acquisitions position CTM as a truly global with local industry knowledge and expertise. CTM Global TMC with presence in 56 cities across 32 countries, Partners extends the reach of CTM’s locally owned and and enables our accomplished sales team to compete managed offices with a bespoke network of established, effectively for global accounts. CTM has also launched the CTM Global Partners in-country travel management companies that share CTM’s customer-focussed philosophy. CTM Global network, offering a compelling alternative to traditional Partners provides customers with a consistent, reliable global networks and providing customers with access and service driven solution for their multi-regional travel to CTM’s industry-leading technology solutions coupled management needs. 10 10 Europe Asia Australia/ New Zealand FY 15 TT V *: $147.3m FT E: 237 NO. C LI ENT S: 300 * Represents six months’ results from date of acquisition - 2 January 2015 FY 15 TT V: $1082.0m FT E: 714 NO. C LI ENT S: 2239 FY1 5 TTV: $813.8m FTE: 372 NO. CLIENTS: 599 11 11 CTM Global Showcase Australasia Name: Glenn Wilcox Location: Sydney Years tenure: 7 years Job title: General Manager NSW Debbie Langen Vice President of Strategic Sales LOCATION: YEARS TENURE: 11 years Denver, Colorado Jean Towers Strategic Business Manager, Large Enterprise LOCATION: YEARS TENURE: 15 months London Lisa Y S Cheung Senior Operations Manager, Corporate LOCATION: YEARS TENURE: 21 years Hong Kong Glenn Wilcox General Manager NSW LOCATION: Sydney YEARS TENURE: 7 years Debbie manages large market and global business development and brings more than 20 years of experience to her role in growing the CTM business. Debbie is currently responsible for more than 55% of the CTM North America sales pipeline and throughout the 2014 fiscal year she closed 92% of new client wins by volume and 42% by account (22). This includes securing CTM’s largest account to date — a customised solution to manage more than US$330 million in air spend served by CTM in North America and Europe. Additionally, Debbie’s role includes mentorship to the North American sales team and assistance in retaining current clients through the re-tender process. In acting as lead for global sales in North America, she works closely with colleagues from around the world and is highly regarded by her peers, CTM’s leadership team, and members of the Board for her ability to bring the CTM values and core pillars of excellence to life. Jean has rapidly become a trusted advisor to her clients and has played a vital role in implementing a number of elite clients in her first 15 months at Chambers, including the challenging and ambitious Houses of Parliament account. The Houses of Parliament implementation process held no room for slippage. Jean worked with great professionalism and has excelled at driving the relationship. Jean recently won the prestigious People Awards Account Manager of the Year 2015 award, in recognition of her proactive and consultative approach to the role and in providing unrivalled customer service, care and value to her clients. The judges were extremely impressed with Jean’s determination and innovation to ‘make a difference’. “I thrive on the opportunity my role presents in building strong professional relationships and creating customised service solutions in the global market. To me, the complexity of multi-national travel programs is truly invigorating. I live by the mantra that no customer is too small, too large, or has a challenge that cannot be solved.” “The recognition has been fantastic and I am very proud of my achievements; it makes all the hard work worthwhile and reassures me that I am heading in the right direction – to make a difference. I feel amazing and am looking forward to the year ahead.” Lisa brings a wealth of travel experience to the Westminster CTM team, having joined Westminster Travel in 1993 as a consultant. She has been recognised for her outstanding operational and management skills, and as such has progressed to Senior Operations Manager, Corporate. Lisa now manages 13 operations teams which provide travel management solutions to more than 900 corporate accounts. Westminster CTM has experienced strong growth since joining the CTM group, and Lisa’s in-depth knowledge, superb people skills and professional attributes have been key in maintaining smooth operations. She has built steadily on her technical expertise and industry knowledge, and ensures all these skills contribute to the company moving forward. Lisa is a great role model for her colleagues and finds success in making others reach their full potential. Glenn brings 16 years of travel industry experience to his role leading CTM’s NSW team, based in Sydney. He joined the company in an account management role in Perth, Western Australia, where his client and people management skills were recognised and rewarded with promotions to Regional Client Value Manager WA, then General Manager WA. During his career in the west, Glenn became a resources and mining travel expert, managing a number of high profile mining contracts. In 2011, Glenn was awarded CTM’s Staff Member of the Year award and in 2015 was recognised for his contribution and commitment to the WA business economy as a winner of the 40Under40 WA Business Awards. In mid-2015, Glenn relocated his family to Sydney to assume responsibility for CTM’s New South Wales operations, as General Manager NSW. Glenn is a self-motivated, goal-driven and caring individual who demonstrates exceptional client management skills alongside strategic business planning and leadership expertise. “We are extremely proud of Lisa’s achievements so far and are confident that she will shine as a leader as Westminster CTM continues expanding.” LARRY LO, CEO WESTMINSTER CTM. “Glenn continues to be a shining light for CTM, he is an inspiration to the team, setting the highest standards for support of our clients and the community, we are all extremely proud of him.” LAURA RUFFLES, CEO AUSTRALIA & NEW ZEALAND. 12 13 Australia/ New ZealandAsiaEuropeNorth America CTM SMART Technology In 2 short years, CTM’s SMART Technology has developed 13 major applications including three patented corporate travel tools. From traveller security and pre-trip approval to taxi sharing and online booking tools, SMART Technology is producing disruptive functionality which is saving clients millions of dollars in increased user productivity and improved buying habits. An interview with Tom Clark CTM’s Chief Marketing and Technology Officer What business need sparked the evolution of CTM SMART Technology two years ago? When I joined CTM in 2011 I quickly noticed a relative lack of digital innovation and data-driven marketing within the corporate travel space. So I started looking at using digital technology as a key differentiation point for the brand’s products and services. My first priority was consumerising the process of booking corporate travel, as well as consolidating platforms. We were using a subset of technologies and while they were all good, they were legacy oriented and didn’t have that innovation in terms of usability. What have been the key ingredients of SMART Technology’s success? To make this kind of digital transformation possible, executive and staff buy-in was crucial. This was where CTM’s entrepreneurial culture proved an asset. We were trying to get that level of thinking within the organisation around needing to change and shift, and worry about what the user feels, touches and sees, then move backwards from that point. It’s a big shift in our industry and mindset adjustment, but CTM went with it, loved it and has benefitted as a result. We build our technology from scratch, so we’re building on modern frameworks and using the most modern techniques and tools to build our code. And cultural alignment has been key - aligning the presentation of information and digital product with geographies and regional customer needs rather than a one-size-fits-all approach. In two years, we’ve built 13 major applications, stretching from traveller security and pre-trip approval systems to taxi share tools and online booking and including three patented corporate travel applications, each with disruptive functionality unique to the corporate travel industry. What have been the wider business outcomes? The differentiation point digital gives CTM in the market has been the big win, and it’s something the sales team is now actively using to close deals. Every CTM tender now features one or more pieces of our digital offering and a lot of the time it’s the innovation factor customers will buy. There may be a tool that isn’t going to work in their organisation, but they want to partner with a company that is the most innovative TMC. These digital advancements have saved customers millions thanks to increased user productivity and improved buying habits. The market share shift has been enormous based on having technology we didn’t have two years ago. What’s next for SMART Technology? Our current priority is rolling out the technology stack globally. The platforms are now firmly embedded in Australia and Asia, with the US and Europe currently being rolled out via several large clients. It’s now about refining those tools for new markets, and getting some good product development processes in each individual market, with feedback loops from customer insights. I couldn’t have envisaged getting to this level of success in terms of numbers of users and the investment we have gained. It’s been really exciting, but it’s created lots of challenges too. As you bring in a larger development team, processes need to come into play, but you don’t want to disrupt productivity and we continue to focus on getting quality products to market very quickly. 14 14 15 15 Directors Tony Bellas Chairman Stephen Lonie Independent Non-Executive Director Greg Moynihan Independent Non-Executive Director Admiral Robert J. Natter, US Navy (Ret.) Independent Non-Executive Director Claire Gray Executive Director Global Development Tony Bellas has more than 28 years’ Stephen Lonie is a Chartered Greg Moynihan is a former CEO Robert Natter has more than Claire Gray brings 30 years’ experience in both the government Accountant with more than of Metway Bank Limited and has 10 years’ experience in both the experience to Corporate Travel and private sectors. Tony is currently 40 years’ industry experience, also held senior management and government and private sectors Management. Her career within the pursuing his own business interests and is a former Managing Partner executive positions with Citibank in the North American market, travel industry began in 1984 at and has previously held positions of of the international accounting Australia and Suncorp Metway. currently as Chairman of G4S Harvey World Travel. In 1989, Claire CEO of Ergon Energy, CS Energy and consulting firm, KPMG. He Since leaving Suncorp Metway Government Solutions Inc. and on joined with Craig Smith to form the and Seymour Group. Prior to this now practices as an independent in 2003, Greg Moynihan has the U.S. Naval Academy Alumni independent travel management he was Queensland’s Deputy management consultant and pursued a number of business Association Board. During his Navy company, Travelogic – which Under Treasurer, with oversight of business adviser. Stephen is interests, primarily in the investment career he served as the Commander merged with Corporate Travel a number of Treasury operations currently Chairman of Jellinbah management and private equity in Chief to the U.S. Atlantic Fleet Management in 2008 to create including Fiscal Strategy, Office of Resources Pty Ltd (since 2002) sectors. and as the First Commander of one of the largest business travel Government Owned Corporations and of UQ Sport Ltd (since 2012), and Office of State Revenue. and a Non-Executive Director of MyState Limited (since 2011). U.S. Fleet Forces Command. agencies in Australasia. Robert retired from military service a decade ago. 16 17 Senior Leadership Jamie Pherous Managing Director Steve Fleming Global Chief Financial Officer Laura Ruffles CEO Australia and New Zealand & Global COO Julie Crotts COO North America and General Manager Pacific Region Larry Lo CEO Westminster CTM Chris Thelen CEO Chambers Travel Jamie Pherous, Managing Steve Fleming is responsible for Laura Ruffles, Corporate Travel Julie Crotts has over 30 years Larry Lo brings 23 years’ travel Chris Thelen joined Chambers Travel Director, founded Corporate Travel Corporate Travel Management’s Management’s Chief Executive Management in 1994. He built the finance function, treasury Officer AU/NZ and Global Chief company from its headquarters in management, key stakeholder Operating Officer, has significant of travel, organisational and performance management experience. Her pragmatic industry experience to the in 1999 and led a management Corporate Travel Management buy-out of the company 5 years leadership team. Larry is responsible later. Under his leadership, Brisbane to become the largest liaison and strategic planning in local, regional and global business management style, focus on best for the local and regional sales Chambers Travel quadrupled its privately-owned travel management conjunction with the Managing experience. In a career of more practices and client return on and operations of CTM’s Asian turnover and its staff, and became company in Australia and, in late Director and Board. Steve has than 20 years, she has led teams investment make Julie a perfect fit operations at Westminster CTM. an award-winning business. Starting 2010, became successfully listed on more than 22 years’ experience in across strategy, operations, to lead CTM’s team of seasoned He was a Director of the Travel with one office in the UK, Chris the Australian Securities Exchange commercial finance roles gained product development, relationship national and regional leaders across Industry Council of Hong Kong has expanded operations to eight (ASX). Prior to establishing CTM, with high growth companies management, sales, business the United States. In addition to (TIC) from 2010 to 2012 and is countries across Europe. Chambers Jamie was employed by Arthur across a number of industries and planning and technology. Laura her national COO role, Julie also currently Vice Chairman of the Travel was acquired by CTM in Andersen (now Ernst & Young) as a countries including Abbey National, plays a key role in business leads a team of experienced sales, Society of International Air Transport December 2014, and Chris remains chartered accountant specialising in TrizecHahn, Deutsche Morgan planning, innovation, client growth, account management, operations Association Passenger Agents at the helm of the group’s UK and business services and the financial Grenfell and Arthur Andersen. profit contribution and coaching her and technology professionals as (SIPA). He holds a Bachelor Degree European presence. consulting division in Australia, Papua New Guinea and the United Arab Emirates. management team. General Manager – Pacific Region, in Business Management. which boasts some of CTM North America’s largest government and corporate accounts. Prior to joining CTM, Julie was COO and President of USTravel and President of Doug Fox Travel. 18 19 Annual Financial Report 30 JUNE 2015 Corporate Travel Management Limited ABN 17 131 207 611 TA B L E O F C O N T E N T S Annual Financial Report ............................................................................ 21 Review of Operations ............................................................................... 24 Directors’ Report ...................................................................................... 28 Corporate Governance Statement ............................................................. 45 Consolidated Statement of Comprehensive Income ................................... 46 Consolidated Statement of Financial Position ............................................ 47 Consolidated Statement of Changes in Equity ........................................... 48 Consolidated Statement of Cash Flows ..................................................... 49 Notes to the Consolidated Financial Statements ........................................ 50 Directors’ Declaration ............................................................................. 105 Independent Auditor’s Report ................................................................. 106 Shareholder Information ......................................................................... 108 Corporate Directory ................................................................................ 110 20 21 21 Streamlined Financial Report The consolidated financial statements and associated notes have been restructured to make the statements more relevant and accessible. The purpose of this change is to provide users with a clearer understanding of the drivers of financial performance and position of the Group. Items which are material and relevant to the operations, and the understanding of financial position and performance have been presented together. Specifically the notes to the financial statements have been grouped and reorganised in to the following categories: • Performance; • Group structure; • Capital; • Risk; • Unrecognised items; and • Other items. The notes include information, which is required to understand the financial statements, and is material and relevant to the operations, financial position and performance of the Group. Information is considered material and relevant if: • The amount in question is significant because of its size or its nature; • It is important to understanding the results of the Group; • It helps to explain the impact of significant changes in our business, for example, acquisitions; • It relates to an aspect of our operations that is important to our future performance. The accounting policies have been included within their respective notes, to further assist with the understanding of the relevant section. The consolidated financial statements were authorised for issue by the directors on 26 August 2015. The Directors have the power to amend and reissue the consolidated financial statements. 2222 23 Review of Operations Group overview Further North American acquisitions The Group continued to engage in its principal activity, being the On 1 July 2014, the Group acquired 100% of the shares of provision of travel services, the results of which are disclosed in USTravel Alaska, LLC (“UST”), a travel company based in Alaska the following statements. During the year, the following new acquisitions were made: • New business acquisitions: Í Í 100% of the shares in USTravel, LLC, as at 1 July 2014; 100% of the shares in Forestieri Interests Corp trading as and the Pacific Northwest (“PNW”) in America. The acquisition was funded by a mixture of cash and CTM Limited shares. UST will become the regional headquarters for the Pacific Northwest which strengthens CTM’s position as one of the largest TMCs in the region. Avia International Travel, LLC, as at 1 September 2014; On 1 September 2014, the Group acquired 100% of the Í 100% of the shares in TMC Group, Inc trading as shares of Avia International Travel (“Avia”), a company based Diplomat Travel Services, as at 2 January 2015; and in Houston, Texas. The acquisition was funded by a mixture Í 100% of the shares in Chambers Travel Group Limited, of cash and CTM Limited shares. Avia has a strong market as at 2 January 2015. presence in the oil, gas and marine sector, which aligns well The acquisitions were funded through a combination of working within the existing Group focus. capital and a capital raising of $45.5 million on 31 December On 2 January 2015, the Group continued its expansion into 2014 by way of a non-renounceable rights issue. the North American market with the acquisition of 100% of Expansion into Europe the shares of Diplomat Travel Services (“Diplomat”), a travel management company headquartered in Washington DC, USA. The acquisition of 100% of the shares of Chambers Travel With the acquisition of Diplomat, the Group’s coverage of the Group Limited (“Chambers”), a travel management company USA now extends to the East Coast and now covers all time headquartered in London, with operations in England, Scotland, zones. The purchase was funded by a mixture of cash and CTM France, Germany, the Netherlands, Switzerland, Sweden and Limited shares. the Czech Republic, was completed on 2 January 2015. The acquisition was funded by a mixture of cash and CTM Limited shares. This expansion gives the Group presence in the last key region in the global strategy. Chambers is an award winning business, winning Best Agency in the UK in 2013, 2014 and finalist in 2015. These acquisitions are funded by a fully underwritten 2 for 35 renounceable entitlement offer of fully paid ordinary shares to raise $45.5 million. The entitlement offer was fully underwritten by Morgans Corporate Limited and was settled on 31 December 2014. Following these acquisitions, the Group now operates out of 56 cities in 32 countries and employs over 1,800 people. Group financial performance CTM’s key financial metrics are summarised in the following table: Total Transaction Value (TTV) (unaudited) Total revenue and other income Earnings before interest, tax, depreciation and amortisation (EBITDA) adjusted for acquisition / non-recurring costs Profit before related income tax expense Income tax expense Net profit after tax: Attributable to members Attributable to minority interest 2015 $’000 2014 $’000 Change % 2,656,023 1,383,759 197,925 110,477 49,095 28,864 39,256 22,978 10,162 6,399 26,367 15,845 2,727 734 92% 79% 70% 71% 59% 66% 272% 44% 78% Earnings per share (EPS) basic (cents per share) 28.1 cents 19.0 cents Total dividends paid/proposed in relation to financial period 15,519 10,790 Net assets Net operating cash flow 235,911 132,884 24,436 11,835 106% The net profit after tax of the Group for the financial period, amounted to $26,367,000 (2014: $15,845,000). The result was underpinned by a 92% increase in TTV, to $2,656m (unaudited). EBITDA adjusted for acquisition and other non-recurring costs grew by 70% to $49,095m. Refer Note 1 for the reconciliation to profit before income tax from continuing operations. 24 25 Review of Operations CONTINUED Total Transaction Value (TTV) (unaudited) 27.7% in the prior comparative period. Continued productivity Strategy and future performance Material business risks TTV represents the amount at which travel products and services have been transacted across the Group’s operations whilst acting as agents for airlines and other service providers, and further absorption of the fixed cost base element due to top line growth being the major components of this improvement. along with revenue streams. TTV does not represent revenue North America in accordance with Australian Accounting Standards and is not TTV (unaudited) rose by 100% to $612.9 million as a result of subject to audit. TTV is stated net of GST. TTV is utilised by new business wins and the three acquisitions during the year. management as a key travel industry metric. The year was also a period of integration and consolidation, TTV net of GST (unaudited) 2,656,023 1,383,759 2015 $’000 2014 $’000 in order to develop the framework for the North American business to have further scalable growth in the future. Improved top line margin percentage is due to revenue synergies provided by the combined business. The adjusted EBITDA margin fell slightly from 22.6% in 2014 to 19.8%, CTM continues to maintain a strong financial position, with net due to: current assets of $33.3m and total equity of $235.9m. At 30 June 2015, the Group had nil interest bearing debt and has continued to generate strong operating cash flows. • Absorption of the lower margin acquisitions whilst we work through synergies; • Investment in the business to establish the footing that The business growth has been funded by a combination of is scalable; and operating cash flow and a capital raising on 31 December 2014 of $45.5 million, applied to fund the Chambers and Diplomat acquisitions. In addition to the business acquisitions, there has been further deferred acquisition payments of $7.7m and capital expenditure of $3.1m during the year, which have been funded through operating cash flow. • Integration activities and resultant investment. CTM remains positive on future growth opportunities for the North America business. Europe The new operation in Europe contributed $147.3 million in The Company continues to pay dividends at its stated divided TTV (unaudited) for the six months from date of acquisition (2 policy level, with a final dividend declared at 10.0 cents per share (full year: 16.0 cents). This dividend represents an January 2015) to 30 June 2015. The adjusted EBITDA margin for the period under operation is 17.0%. The performance for increase of 44% on the preceding period. the period was in line with expectations. Review of underlying operations Asia Australia and New Zealand (“ANZ”) TTV (unaudited) rose by 14% to $813.8 million. Continued market share growth was the main contributor, as well as strong client retention. During the year, we saw a stabilisation in average ticket prices. The increase turnover has flowed through to the adjusted EBITDA with on improved margin of 33.9%, which is up from The TTV (unaudited) in Asia rose by 199% to $1,082.0 million in 2015 financial year. The performance of the wholesale business was instrumental in this growth. Due to the top line growth in the lower yielding wholesale business, the income margin dropped from 5.6% to 5.3%. However, the adjusted EBTIDA margin improved from 23.4% to 27.7%. The Group continues to focus on its key strategic drivers, being: The Group is subject to both specific risks to its business • Retaining current clients; • Winning new clients; and • Improving productivity. In the 2015 financial year, the Group executed well on these business drivers, with maintenance of the historically strong client retention numbers, a record year of new client wins and improved productivity in all regions. A vast proportion of CTM’s cost base is employee costs, which highlights the importance of productivity initiatives. During the year, there has been an increase in productivity, but not through a reduction of service. In fact, service levels have risen as automation has replaced manual processes, providing CTM’s consultants with the time to operate more effectively and for the benefit of clients. The acquisition of Chambers in Europe gives the Group presence in all four key major business travel markets. This has been a stated objective of the Group. The footprint allows the Group to further cross-sell clients across regions in the future. The Group intends to continue its growth globally through acquisition, as well as pursuing organic growth in each market, underpinned by a focus on client service supported by the continued investment in new client facing technology. The next twelve months will also involve leveraging global synergy opportunities where available. activities and risks of a general nature. These risks include: • Global terrorism and pandemics: International travel remains susceptible to the impact of regional terrorism and health pandemics. • Economic conditions: Economic downturn may have an adverse impact on the Group’s operating performance. • Information technology: The Group relies heavily on outsourced technology platforms. Whilst all systems are licensed, any disruption to supply or performance of systems may have a long term impact on client and supplier satisfaction. • Competition: The Group operates in a competitive market, and current competitors or new competitors may become more effective. • Key personnel: The Group is reliant on talent and experience to run its business. The Group’s ability to retain and attract key people is important to its continued success. • Employee costs: Employee costs represent a significant component of the Group’s total cost base. Legislative changes in relation to employee costs may have an adverse impact on the Group’s cash flow and profitability. 26 27 Directors’ Report The Directors present their report, together with the financial Since the end of the financial year, the Directors have report of Corporate Travel Management Limited and its recommended the payment of a final ordinary dividend of controlled subsidiaries (CTM or “the Group”), for the financial $9,699,336 (10.0 cents per fully paid share), to be paid on period ended 30 June 2015. 9 October 2015 out of retained earnings at 30 June 2015. Directors Review of operations The following persons were directors of Corporate Travel Information on the operations and financial position of the Management Limited during the whole of the financial year and Group and its business strategies and prospects is set out in up to the date of this report: the review of operations on pages 24 to 27 of this annual report. • Tony Bellas. • Jamie Pherous. • Stephen Lonie. • Greg Moynihan. • Claire Gray. • Admiral Robert J. Natter, U.S. Navy (Ret.). Principal activities The principal activities of the Group during the year consisted of managing the purchase and delivery of travel services for its clients. There were no significant changes in the nature of the activities of the Group during the year. Dividends Dividends paid to members during the financial year were as follows: Final ordinary dividend for the year ended 30 June 2014 of 7.5 cents per fully paid share paid on 10 October 2014 Interim ordinary dividend for the year ended 30 June 2015 of 6.0 cents per fully paid share paid on 10 April 2015 2015 $’000 6,789 5,820 12,609 Significant changes in the state of affairs In the opinion of the Directors, there were no significant changes in the state of affairs of the Group during the financial year not otherwise disclosed in this report or the consolidated financial statements. Events since the end of the financial year There have been no other matters or circumstances not otherwise dealt with in this report, that will significantly affect the operation of the Group, the results of those operations or the state of affairs of the Group or subsequent financial years. Likely developments and expected results of operations Further information on likely developments in the Group’s operations and the expected results of operations has not been included in this report because the Directors consider that would be likely to result in unreasonable prejudice to the Group. Environmental regulation The Group has determined that no particular or significant environmental regulations apply to its operations. 28 29 Directors’ Report CONTINUED Information on Directors Mr Tony Bellas BEcon, MBA, DipEd, FAIM, MAICD, ASA Independent Non-Executive Director – Chairman Experience and expertise Other current directorships Tony Bellas has more than 28 years’ experience in both the government and private sectors. Tony Bellas has previously held positions of Chief Executive Officer of Ergon Energy Ltd, CS Energy Ltd, Seymour Group Pty Ltd, and was previously Queensland’s Deputy Under Treasurer. Principal of Queensland Infrastructure Partners, as well as Chairman of two other publicly listed companies: ERM Power Limited (since 2009) and Shine Corporate Limited (since 2013). Former directorships in last 3 years: Non-Executive Director of Guildford Coal Limited (2010 to 2012). Special responsibilities Chair of the Board. Chair of Nomination Committee. Audit Committee member. Risk Management Committee member. Remuneration Committee member. Interests in shares and options Ordinary shares in Corporate Travel Management Limited: 232,752 Mr Jamie Pherous Bcom CA Managing Director Experience and expertise Jamie Pherous founded Corporate Travel Management Ltd (CTM) in Brisbane in 1994. He has built the Group from its headquarters in Brisbane to become the one of the largest travel management companies in Australia, New Zealand, North America, Asia and Europe, now employing more than 1,800 staff. Prior to establishing CTM, Jamie Pherous was employed by Arthur Andersen, now Ernst & Young, as a Chartered Accountant, specialising in business services and financial consulting in Australia, Papua New Guinea and the United Arab Emirates. Jamie Pherous was also a major shareholder and co-founder of an online hotel booking engine, Quickbeds.com.au, which was sold to The Flight Centre Group in 2003. Other current directorships Director of the Australian Federation of Travel Agents. Former directorships in last 3 years: None. Special responsibilities Managing Director. Interests in shares and options Ordinary shares in Corporate Travel Management Limited: 21,500,000 Mr Stephen Lonie BCom, MBA, FCA, FFin, FAICD, FIMCA, Senior MACS Independent Non-Executive Director Experience and expertise Other current directorships Former directorships in last 3 years: Special responsibilities Stephen Lonie is a Chartered Accountant with more than 40 years industry experience, and is a former Managing Partner Queensland of the international accounting and consulting firm, KPMG. He now practices as an independent management consultant and business adviser. Chairman of Jellinbah Resources Pty Ltd (since 2002) and Non-Executive Director of two other publicly listed companies: MyState Limited (since 2011), and Retail Food Group Limited (since 2013). Non-Executive Director of four other publicly listed companies: CMI Limited (2012 to 2013), Oaks Hotels & Resorts Limited (2011), The Rock Building Society Limited (2010 to 2011) and Dart Energy Limited (2013 to 2014). Chair of Audit Committee. Chair of Risk Management Committee. Remuneration Committee member. Nomination Committee member. Mr Grey Moynihan Bcom, Grad Dip SIA, CPA, SFFIN, MAICD Independent Non-Executive Director Experience and expertise Other current directorships Greg Moynihan is a former Chief Executive Officer of Metway Bank Limited. He has also held senior executive positions with Citibank Australia and Suncorp Metway. Since leaving Suncorp Metway in 2003, Greg Moynihan has focussed on his commitments as a Non-Executive Company Director, as well as pursuing business interests in the investment management and private equity sectors. Non-Executive Director of two other public companies: Sunwater Limited (since 2007) and Shine Corporate Limited (since 2013), and a Director of several private companies. Former directorships in last 3 years: Ausenco Limited (2008 to 2013). Special responsibilities Chair of Remuneration Committee. Nomination Committee member. Audit Committee member. Risk Management Committee member. Interests in shares and options Ordinary shares in Corporate Travel Management Limited: 242,752 Ms Claire Gray MBA, DIP TTM Executive Director Experience and expertise Claire Gray brings 30 years’ experience to CTM. In 1989, Claire Gray joined with Craig Smith to form the independent travel management company, Travelogic, servicing Macquarie Bank Ltd. Travelogic merged with CTM in 2008, to create one of the largest business travel agencies in Australasia. Claire Gray brings over 20 years’ experience in global travel management having held executive roles with Globalstar Travel Management. Claire Gray graduated from a MBA programme through the Thunderbird School of Global Management majoring in Global Business Management, in May 2014. Other current directorships None. Former directorships in last 3 years: None. Special responsibilities Business Development. Interests in shares and options Ordinary shares in Corporate Travel Management Limited: 4,977,239 Admiral Robert J. Natter US Navy (Ret.) Independent Non-Executive Director Experience and expertise Other current directorships Robert Natter retired from active military service a decade ago and now has more than 10 years of experience in both the government and private sectors in the North American market. In his Navy career, Robert Natter served as the Commander of the U.S. Seventh Fleet operating throughout Asia and the Indian Ocean; Commander in Chief of the U.S. Atlantic Fleet; and the first Commander of U.S. Fleet Forces, overseeing all Continental U.S. Navy bases, facilities and training operations while leading 160,000 sailors and Marines. Chairman of the U.S. Naval Academy Alumni Association Board (since 2012). U.S. Naval Academy Foundation Board (since 2012). BAE Systems Inc Board (since 2005). National US Navy SEAL Museum Board (since 2000). He is also on the Advisory Board of Physical Optics Corp. (since 2010) and Centerra Corp. Former directorships in last 3 years: Special responsibilities Board Chair G4S Government Solutions Inc. Board of Eyelock, Inc. Chairman of BAE, incl Nomination Committee. Remuneration Committee member Nominations Committee member Interests in shares and options Ordinary shares in Corporate Travel Management Limited: 242,752 Interests in shares and options Ordinary shares in Corporate Travel Management Limited: 116,000 30 30 31 31 Directors’ Report CONTINUED Company secretary • Mrs Lyndall McCabe • Mr Steve Fleming Lyndall McCabe Lyndall McCabe has held managerial positions with CTM since joining the Group in 2000, including Finance Manager and National Operations and Human Resources Manager. She has more than 19 years’ experience in the travel industry sector, having previously been employed by a travel consolidator. In 2005, Lyndall McCabe became a shareholder and was appointed as a Director of CTM, from which she subsequently resigned 23 June 2010 as part of CTM’s transition to a listed public corporation. Lyndall McCabe is a member of the Governance Institute of Australia and is currently completing the Graduate Certificate of Applied Corporate Governance. Steve Fleming BBus (Accounting) CA Steve Fleming is CTM’s Global Chief Financial Officer and is responsible for the finance function, treasury management, key stakeholder liaison and strategic planning, in conjunction with the Board and the Managing Director. Steve Fleming has more than 20 years’ experience in commercial finance roles gained with high growth companies across a number of industries and countries, including Abbey National, TrizecHahn, Deutsche Bank and Arthur Andersen. Prior to joining CTM in 2009, Steve Fleming was Group Finance Manager of Super Retail Group Ltd. Steve Fleming is a member of the Institute of Chartered Accountants in Australia. Meetings of directors The numbers of meetings of the Group’s Board of Directors and of each Board Committee held during the year ended 30 June 2015, and the numbers of meetings attended by each Director were: Full meetings of directors A 10 8 10 9 7 9 B 10 10 10 10 10 10 A 5 5 5 * * * Committe meetings Audit Risk Management Remuneration Nominations B 5 5 5 * * * A 4 4 4 * * 3 B 4 4 4 * * 3 A 3 3 3 * * 3 B 3 3 3 * * 3 A 2 2 2 * * 1 B 2 2 2 * * 1 Director Mr Tony Bellas Mr Stephen Lonie Mr Greg Moynihan Mr Jamie Pherous Ms Claire Gray Admiral Robert J.Natter A = Number of meetings attended. B = Number of meetings held during the time the Director held office or was a member of the Committee during the year. * Not a member of the relevant committee. Remuneration report This Remuneration Report sets out remuneration information for Corporate Travel Management Limited’s Non-Executive Directors, Executive Directors and other key management personnel of the Group. Directors Mr Tony Bellas Mr Jamie Pherous Mr Stephen Lonie Mr Greg Moynihan Non-Executive Director Managing Director and Chief Executive Officer Non-Executive Director Non-Executive Director Admiral Robert J. Natter Non-Executive Director Ms Claire Gray Executive Director Other key management personnel Mr Steve Fleming Ms Laura Ruffles Mr Larry Lo Mr Romeo Cuter Mr Chris Thelen Global Chief Financial Officer Global Chief Operating Officer and Chief Executive Officer – Australia & New Zealand Chief Executive Officer – Asia Chief Executive Officer – North America (resigned 15 May 2015) Chief Executive Officer – Europe (since 2 January 2015) Role of the Remuneration Committee The Remuneration Committee is a Committee of the Board. The role of the Remuneration Committee is to advise on remuneration and issues relevant to remuneration policies and practices, including for senior executives and Non-Executive Directors. CTM’s Corporate Governance Statement provides further information on the role of this Committee. Principles used to determine the nature and amount of remuneration Non-Executive Directors Fees and payments to Non-Executive Directors reflect the demands which are made on, and the responsibilities of, the Directors. Non-executive Directors’ fees and payments are reviewed annually by the Board. The Chairman’s fees are determined independently to the fees of Non-Executive Directors. The Chairman is not present at any discussions relating to determination of his own remuneration. Non-Executive Directors do not receive performance-based remuneration. Directors’ fees The current base fees were last reviewed with effect from 29 September 2014. Non-Executive Directors’ fees are determined within an aggregate Directors’ fee pool limit, which is periodically recommended for approval by shareholders. The maximum approved amount currently stands at $600,000 (2014: $600,000). 32 33 Directors’ Report CONTINUED Retirement allowances for Non-Executive Directors The framework provides for a mix of fixed and variable Superannuation contributions required under the Australian remuneration, and a blend of short and long-term incentives. superannuation guarantee legislation are made and are deducted from the Directors’ overall fee entitlements. As executives gain seniority with the Group, the balance of this mix shifts to a higher proportion of ‘at risk’ rewards. Executive Remuneration Framework The objective of the Group’s executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward The current executive remuneration framework currently has three components: • Base remuneration and benefits, including superannuation; • Short-term performance incentives; and with achievement of strategic objectives and the creation of • Long-term incentives through participation in the Share value for shareholders, and conforms with market practice for Appreciation Rights Plan. delivery of reward. The Board ensures that executive reward satisfies the following key criteria for good reward governance practices: • Competitiveness and reasonableness; • Alignment to the interests of shareholders; The combination of these components comprises an executive’s total remuneration. The Group intends to continue to review incentive plans during the year ending 30 June 2016, to ensure continued alignment with the Group’s financial and strategic objectives. • Performance linkage and alignment of executive Fixed remuneration and benefits compensation; • Transparency; and • Capital management. The Group has structured an executive remuneration framework that is considered to be market competitive and complementary to the reward strategy of the organisation. The two key elements of the framework are: • Alignment to shareholders’ interests, which: Base remuneration and benefits are structured as a total employment cost package, which may be delivered as a combination of cash and prescribed non-financial benefits at the executives’ reasonable discretion. Executives are offered a competitive base remuneration package that comprises the fixed component of remuneration and rewards. Base remuneration for executives is reviewed annually, to ensure the executive’s remuneration is competitive with the market. An executive’s remuneration is also reviewed Í Has economic profit as a core component of plan on promotion. design; There is no guaranteed base remuneration increase included in Í Focuses on sustained growth in shareholder wealth, any executives’ contracts. consisting of dividends and growth in share price, and delivering an appropriate return on assets, as well as focusing the executive on key non-financial drivers of value; and Executives receive benefits, including motor vehicle benefits as part of the fixed remuneration package. Superannuation Í Attracts and retains high calibre executives. Superannuation contributions are paid in accordance with Short-term incentives If the Group achieves a pre-determined profit target set by the Remuneration Committee, a short-term incentive (“STI”) pool is available to executives and other eligible participants. Cash incentives/bonuses are payable around 30 September each year. A profit target ensures variable reward is only available when value has been created for shareholders and when profit is consistent with CTM’s approved business plan. The incentive pool is leveraged for performance above the threshold, to provide an incentive for executive superior performance. Executives have a target STI opportunity depending on the accountabilities of the role and impact on the organisation or business unit performance. The maximum target bonus opportunity in the 2015 year was approximately 59% (2014: 67%) of base fixed remuneration and benefits. Each year, the Remuneration Committee considers the appropriate targets and key performance indicators (“KPI”s), to link the STI plan and the level of payout if targets are met, including setting any maximum payout under the STI plan, and minimum levels of performance to trigger payment of STI. The Remuneration Committee is responsible for assessing whether the KPIs are met. The Remuneration Committee also has absolute discretion to adjust short-term incentives, in light of unexpected or unintended circumstances. The STI target annual payment is reviewed annually. Payments made under the STI plan over the last four years have typically risen and fallen in line with the Group’s financial results. For the year ended 30 June 2015, the key performance indicators (KPIs) linked to STI plans were based on the Group objectives, with the key financial metrics being consolidated Earnings before Interest, Tax, Depreciation and Amortisation. The relationship between STI and Corporate Travel Management Ltd’s performance over the last 5 years is set out in the following table: Profit for the year attributable to owners of Corporate Travel Management Ltd ($’000) Basic earnings per share (cents) Dividend payments ($’000) Dividend payout ratio (%) Increase / (decrease) in share price % Total KMP STI as a percentage of profit / (loss) for the year (%) 2015 2014 2013 restated 2012 2011 26,367 15,845 11,268 11,798 8,268 28.1 12,609 47.8% 60.6% 19.0 9,129 57.6% 56.6% 14.0 7,497 66.5% 111.3% 16.3 5,813 49.3% (0.5%) 13.5 750 9.1% 100% 2.7% 0.9% 2.6% 1.9% 3.4% • Alignment to program participants’ interests, which: relevant Government legislation, to employee nominated Long-term incentives Í Rewards capability and expertise; Í Reflects competitive reward for contribution to growth in shareholder wealth; Í Provides a clear structure for earning rewards; and Í Provides recognition for individual and team contributions. defined contribution superannuation funds. Currently, the Group has a long term incentive scheme using a Share Appreciation Rights Plan. The plan is designed to focus executives on delivering long-term shareholder returns. Under the plan, participants are granted shares only if performance conditions pertaining to the earnings per share growth are met and the employee is still employed at the end of the vesting period. Participation in the plan is at the Board’s absolute discretion and no individual has a contractual right to participate in the plan. 34 35 Directors’ Report CONTINUED Details of remuneration Details of the remuneration of the Directors and the key management personnel of the Group are set out in the following tables. Short-term benefits Long-term benefits Short-term benefits Long-term benefits 2015 Cash salary and fees Short- term incentive Annual leave^ Non- monetary benefits Super- annuation Long service leave^ Share apprecia- tion rights Total 2014 Cash salary and fees Short- term incentive Annual leave^ Non- monetary benefits Super- annuation Long service leave^ Share apprecia- tion rights Total Non-executive Directors Tony Bellas 117,308 Stephen Lonie 97,308 Greg Moynihan 97,308 Admiral Robert J. Natter Total Non-Executive Remuneration 111,487 423,411 Executive Directors - - - - - - - - - - - - - - - 11,144 9,244 9,244 - 29,632 - - - - - Jamie Pherous 403,982 221,145 1,409 2,539 38,378 4,535 Claire Grey 107,327 - - - - - Total Executive Remuneration 511,309 221,145 1,409 2,539 38,378 4,535 - - - - - - - - 128,452 106,552 106,552 111,487 453,043 671,988 107,327 779,315 Non-executive Directors Tony Bellas Stephen Lonie Greg Moynihan Admiral Robert J. Natter** Total Non-Executive Remuneration 99,769 77,212 77,212 35,804 289,997 Executive Directors Jamie Pherous 300,000 Claire Grey 94,747 Total Executive Remuneration 394,747 - - - - - - - - - - - - - - - - - 9,229 7,142 7,142 3,649 27,162 - - - - - 6,635 2,172 27,750 (18,129) - - - - 6,635 2,172 27,750 (18,129) - - - - - - - - 108,998 84,354 84,354 39,453 317,159 318,428 94,747 413,175 Other key management personnel of the Group Laura Ruffles 391,666 220,000 16,392 Steve Fleming 298,000 175,000 (1,306) Larry Lo 430,948 92,346 (3,542) Romeo Cuter 533,252 Chris Thelen * 260,619 - - - (1,002) 3,840 38,948 - - - - 43,828 32,110 2,770 - 9,265 9,087 59,661 740,812 41,973 554,864 - - - 35,295 557,817 - - 533,252 302,405 Total KMP Remuneration Total Remuneration 1,914,485 487,346 10,542 3,840 117,656 18,352 136,929 2,689,150 2,849,205 708,491 11,951 6,379 185,666 22,887 136,929 3,921,508 * Romeo Cuter resigned as Chief Executive Officer – North America on 15 May 2015. Chris Thelen was appointed as Chief Executive Officer - Europe on 2 January 2015. The amounts presented in the previous table represent remuneration paid to/from the respective dates. ^ Annual leave and long service leave represents the movement in the leave provision balances. The accounting value may be negative, for example, when an Executive’s leave balance decreases as a result of taking more than the entitlement accrued during the year. 36 Other key management personnel of the Group Laura Ruffles* 293,269 100,000 Steve Fleming 260,000 40,000 Larry Lo** 165,748 Romeo Cuter** 95,572 - - (284) 393 4,420 - 814,589 140,000 4,529 Total KMP Remuneration Total Remuneration - - - - - 38,227 27,750 929 - 3,786 4,101 24,338 459,336 6,659 338,903 171,097 95,572 66,906 7,887 30,997 1,064,908 1,499,333 140,000 11,164 2,172 121,818 (10,242) 30,997 1,795,242 * Balances include a prior period incentive of $30,000 paid to Laura Ruffles, in excess of amounts previously provided. ** Larry Lo was appointed as Chief Executive Officer - Asia on 29 January 2014 and Romeo Cuter was appointed as Chief Executive Officer - North America on 2 April 2014. Admiral Robert J. Natter was appointed as Director on 5 February 2014. The amounts presented in the previous table represent remuneration paid from the dates of these respective appointments. ^ Annual leave and long service leave represents the movement in the leave provision balances. The accounting value may be negative, for example, when an Executive’s leave balance decreases as a result of taking more than the entitlement accrued during the year. The relative proportions of remuneration that are fixed or linked to performance are as follows: 37 Directors’ Report CONTINUED Fixed remuneration At risk – STI At risk - LTI Non-executive Directors Tony Bellas Stephen Lonie Greg Moynihan Admiral Robert J. Natter Executive Directors Jamie Pherous Claire Grey 2015 % 100% 100% 100% 100% 65% 100% Other key management personnel of the Group Laura Ruffles Steve Fleming Larry Lo Romeo Cuter Chris Thelen 58% 58% 77% 100% 100% 2014 % 100% 100% 100% 100% 100% 100% 70% 85% 100% 100% - 2015 % 2014 % 2015 % 2014 % - - - - 35% - 33% 34% 17% - - - - - - - - 24% 13% - - - - - - - - - 9% 8% 6% - - - - - - - - 6% 2% - - - Directors and other key management personnel of the Group are included in this disclosure for the period they held the applicable roles. Service agreements There are no fixed-term service agreements with Directors or other key management personnel. Standard contracts are in place for key executive employees and are reviewed annually. Employees can terminate employment with the Group in accordance with statutory notice periods. Short term incentive bonus For each short term incentive included in the tables on page 36, the percentage of the available bonus that was paid in the financial year, and the percentage that was forfeited, is disclosed in the following section. No part of the bonus is payable in future years. Laura Ruffles Steve Fleming Jamie Pherous Larry Lo 38 2015 2014 Awarded % Forfeited % Awarded % Forfeited % 100% 100% 100% 100% - - - - 51% 37% - - 49% 63% - - Long-term incentives Currently, the Group has a long term incentive scheme via a Share Appreciation Rights Plan (SARs). The plan is designed to focus executives on delivering long-term shareholder returns. Under the plan, SARs will only vest if performance conditions pertaining to the earnings per share growth are met and the employee is still employed at the end of the vesting period. Participation in the plan is at the Board’s absolute discretion and no individual has a contractual right to participate in the plan. Once vested, a participant will be deemed to have automatically exercised all vested SARs and CTM will settle its obligation in line with the SARs Plan. There is no consideration payable by the participant upon exercising of vested SARs. Upon vesting, the conversion of a SAR to an equity or cash based settlement, is determined using a formula referencing the relevant share prices of CTM, the number of SARs exercised, and is at the Board’s sole discretion. Grants made during 2015 will vest on a scaled basis as follows: • 75% vest at 80% target achievement; • 100% at 100% target achievement. Grants made to key management personnel that have not yet vested as at 30 June 2015 are as follows: Value per right at grant date Number of rights vested during the year Vested Forfeited % % Max value yet to vest $ Year of grant Year in which rights may vest Laura Ruffles Steve Fleming Larry Lo Romeo Cuter ^ 2015 2014 2013 2015 2014 2013 2015 2014 2013 2015 2014 2013 2018 2017 2016 2018 2017 2016 2018 2017 2016 2018 2017 2016 Number of rights granted 100,000 75,000 75,000 100,000 50,000 - 100,000 - - 100,000 $1.06 - - - - $1.06 $0.41 $0.57 $1.06 $0.41 - $1.06 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 100% - - 106,274 30,075 43,050 106,274 20,050 - 106,274 - - - - - ^ Romeo Cuter resigned as Chief Executive Officer – North America on 15 May 2015. All share appreciation rights were forfeited upon resignation. No Directors or other key management personnel hold any share appreciation rights. Loans to Directors and Executives Information on loans to Directors and Executives, including amounts, interest rates and repayment terms are set out in Note 25 to the financial statements. Shares under option There are currently no unissued ordinary shares of CTM under option. 39 Directors’ Report CONTINUED Equity instruments held by key management personnel (i) Share appreciation rights During the financial year, share appreciation rights were issued to Laura Ruffles, Steve Fleming, Larry Lo and Romeo Cuter, as listed in the Directors’ Report. No share options were granted as equity compensation benefits during the financial year (2014: nil). (ii) Shares held by key management personnel Balance at 30 June 2014 Purchased Disposed Other changes during the year Balance at 30 June 2015 Ordinary shares Non-Executive Directors Tony Bellas Stephen Lonie Greg Moynihan Admiral Robert J. Natter Executive Directors Jamie Pherous Claire Gray 229,630 229,630 229,630 92,000 13,122* 13,122* 13,122* 24,000 (10,000) - - - 23,000,000 500,000* (2,000,000) 5,003,624 - (26,385) Other key management personnel of the Group Laura Ruffles Steve Fleming Larry Lo Romeo Cuter Chris Thelen 153,956 43,955 25,000 - - 1,056* 2,512* - - - - - - - - * Shares were acquired as part of participating in the rights issue December 2014. ** Received shares as part of Chambers acquisition. Ordinary shares Non-Executive Directors Tony Bellas Stephen Lonie Greg Moynihan Admiral Robert J. Natter Executive Directors Jamie Pherous Claire Gray 200,000 200,000 200,000 35,000 29,630 29,630 29,630 32,000 - - - - 24,000,000 500,000 (1,500,000) 5,424,999 - (421,375) Other key management personnel of the Group Laura Ruffles Steve Fleming Larry Lo 150,000 150,000 - 3,956 3,955 - - (110,000) - 25,000 ^ - - - - - - - - - - 232,752 242,752 242,752 116,000 21,500,000 4,977,239 155,012 46,467 25,000 - - - - 25,000 - - - - 229,630 229,630 229,630 92,000 23,000,000 5,003,624 153,956 43,955 25,000 Balance at 30 June 2013 Purchased Disposed Other changes during the year Balance at 30 June 2014 All equity transactions with key management personnel have been entered into under terms and conditions no more favourable than those the Group would have adopted if dealing at arm’s length. Other transactions and balances with key management personnel During the year, $382,929 (2014: $359,324) has been paid to a party related to Mr Jamie Pherous for rent and outgoings in relation to an office lease. The balance payable at 30 June 2015 is $nil (2014: $24,756). Directors of the Group hold other directorships in public corporations, as detailed in the Directors’ Report. Where any of these related entities are clients of the Group, the arrangements are on similar terms to other clients. Insurance of officers and indemnities An Officers’ Deed of Indemnity, Access and Insurance is in place for Directors, key management personnel, the Company Secretaries and some other key executives. The liabilities covered by the insurance include legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the Officers in their capacity as Officers of the Company or its controlled entities. Disclosure of premiums paid is prohibited under the insurance contract. Proceedings on behalf of the company No person has applied to the Court, under section 237 of the Corporations Act 2001, for leave to bring proceedings on behalf of the Group, or to intervene in any proceedings to which the Group is a party, for the purpose of taking responsibility on behalf of the Group for all or part of those proceedings. No proceedings have been brought or intervened in on behalf of the Group with leave of the Court under section 237 of the Corporations Act 2001. Non-audit services and experience with the Group are important. The Board has considered the position and, in accordance with the advice received from the Audit Committee, is satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the provision of non-audit services by the auditor did not compromise the auditor independence requirements of the Corporations Act 2001 as none of the services undermine the general principles relating to auditor independence as set out in APES110 Code of Ethics for Professional Accountants. 905,547** 905,547 The Group may decide to employ the auditor on assignments in addition to its statutory audit duties, where the auditor’s expertise ^ A total of 25,000 shares were issued on 31 January 2014 to Mr Larry Lo to assist in his reward and retention. 40 41 Directors’ Report CONTINUED During the year, the following fees were paid or payable for services provided by PricewaterhouseCoopers, the auditor of the consolidated entity, its related practices and non-related audit firms: Amounts received or due and receivable by: PricewaterhouseCoopers Australia: 2015 $ 2014 $ Audits and review of the financial reports of the entity and any other entity in the consolidated group 465,300 361,000 Other services in relation to the entity and any other entity in the consolidated group: Tax compliance Tax services – acquisitions Other advisory services Total remuneration of PricewaterhouseCoopers Australia Other PricewaterhouseCoopers network firms: Other services in relation to the entity and any other entity in the consolidated group: Audit and review of the financial report Tax compliance Tax services – acquisitions Total remuneration of PricewaterhouseCoopers network firms Auditor’s independence declaration 151,362 165,984 42,218 18,832 88,904 39,619 677,712 655,507 394,716 269,059 104,326 37,283 52,594 98,566 536,325 420,219 A copy of the auditors’ independence declaration, as required under section 307C of the Corporations Act 2001, is appended to this Directors’ Report. Rounding of amounts The Group is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments Commission, relating to the ‘’rounding off’’ of amounts in the Directors’ Report. Amounts in the Directors’ Report have been rounded off in accordance with that Class Order to the nearest thousand dollars or in certain cases, to the nearest dollar. Signed in accordance with a resolution of the Directors. Mr Tony Bellas Chairman Mr Jamie Pherous Managing Director Brisbane, 26 August, 2015 42 43 Corporate Governance Statement Corporate Travel Management Limited and the Board are committed to achieving and demonstrating the highest standards of corporate governance. Corporate Travel Management Limited has reviewed its corporate governance practices against the Corporate Governance Principles and Recommendations (3rd edition) published by the ASX Corporate Governance Council. The 2015 corporate governance statement is dated as at 30 June 2015 and reflects the corporate governance practices in place throughout the 2015 financial year. The 2015 corporate governance statement was approved by the Board on 26 August 2015. A description of the Group’s current corporate governance practices is set out in the Group’s corporate governance statement which can be viewed at www.travelctm.com/resources/investor-relations/corporate-governance/. Auditor’s Independence Declaration As lead auditor for the audit of Corporate Travel Management Limited for the year ended 30 June 2015, I declare that to the best of my knowledge and belief, there have been: a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and b) no contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Corporate Travel Management Limited and the entities it controlled during the period. Michael Shewan Partner PricewaterhouseCoopers Brisbane 26 August 2015 PricewaterhouseCoopers, ABN 52 780 433 757 Riverside Centre, 123 Eagle Street, BRISBANE QLD 4000, GPO Box 150, BRISBANE QLD 4001 T: +61 7 3257 5000, F: +61 7 3257 5999, www.pwc.com.au 24 | P a g e Liability limited by a scheme approved under Professional Standards Legislation. 44 45 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2015 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2015 Revenue Other income Total revenue and other income Operating expenses Employee benefits Occupancy Depreciation and amortisation Information technology and telecommunications Travel and entertainment Administrative and general Total operating expenses Finance costs Profit before income tax Income tax expense Profit for the year Note 2 6 6 5 Profit attributable to: Owners of Corporate Travel Management Limited Non-controlling interests 24(b) Other comprehensive income Items that may be reclassified to profit or loss: Exchange differences on translation of foreign operations Other comprehensive income for the period, net of tax Total comprehensive income for the year Total comprehensive income for the year attributable to: Owners of Corporate Travel Management Limited Non-controlling interests 2015 $’000 2014 $’000 197,725 110,014 200 463 197,925 110,477 (113,549) (63,988) (10,931) (7,540) (9,911) (3,424) (12,355) (5,328) (3,599) (5,847) (2,029) (6,068) (157,710) (86,859) (959) 39,256 (10,162) 29,094 26,367 2,727 29,094 25,186 25,186 54,280 49,503 4,777 54,280 (640) 22,978 (6,399) 16,579 15,845 734 16,579 (4,136) (4,136) 12,443 12,275 168 12,443 ASSETS Current assets Cash and cash equivalents Trade and other receivables Financial assets at fair value Other current assets Income tax receivable Total current assets Non-current assets Plant and equipment Intangible assets Deferred tax assets Total non-current assets TOTAL ASSETS LIABILITIES Current liabilities Trade and other payables Income tax payable Provisions Total current liabilities Non-current liabilities Trade and other payables Provisions Deferred tax liabilities Total non-current liabilities TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity Reserves Retained earnings Note 2015 $’000 2014 $’000 9 10 20 21 8 5 11 12 11 12 5 40,663 32,000 153,398 101,286 17 3,242 1,384 18 1,961 648 198,704 135,913 3,697 3,371 237,925 109,031 82 98 241,704 112,500 440,408 248,413 148,385 94,126 5,729 11,275 3,215 8,343 165,389 105,684 30,285 1,997 6,826 39,108 4,151 1,766 3,928 9,845 204,497 115,529 235,911 132,884 13(a) 13(b) 13(c) 161,675 21,609 40,207 99,823 (1,944) 26,449 Earnings per share for profit from continuing operations attributable to the ordinary equity holders of the company Basic (cents per share) Diluted (cents per share) 3 3 28.1 27.9 19.0 18.8 The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes. Capital and reserves attributed to owners of the company 223,491 124,328 Non-controlling interests – equity TOTAL EQUITY 24(b) 12,420 8,556 235,911 132,884 The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes. 46 47 FINANCIAL STATEMENTSFINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2015 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2015 15,845 (3,570) 12,275 168 12,443 Income tax (paid) / received Contrib- uted Equity $’000 Note Retained Earnings Other Reserves Total $’000 $’000 $’000 Non-Con- trolling Interests $’000 Total Equity $’000 Balance at 30 June 2013 47,856 19,733 1,530 69,119 - 69,119 Profit for the period as reported in 2014 financial statements Other comprehensive income Total comprehensive income for the year - - - 15,845 - 15,845 734 16,579 - (3,570) (3,570) (566) (4,136) Transactions with owners in their capacity as owners: Shares issued Dividends paid Non-controlling interest on acquisition of subsidiary Share based payments 13(a) 51,967 4 - - - - (9,129) - - 51,967 99,823 (9,129) 26,449 - - - 96 96 51,967 (9,129) - 96 42,934 (1,944) 124,328 - - 51,967 (9,129) 8,388 8,388 - 8,388 8,556 96 51,322 132,884 Balance at 30 June 2014 Profit for the period as reported in 2015 financial statements Other comprehensive income (net of tax) Total comprehensive income for the year - - - 26,367 - 26,367 2,727 29,094 - 23,136 23,136 2,050 25,186 26,367 23,136 49,503 4,777 54,280 Transactions with owners in their capacity as owners: Shares issued Dividends paid Non-controlling interest on acquisition of subsidiary Share based payments 13(a) 61,852 - 4 - - - (12,609) - - 61,852 (12,609) 61,852 (12,609) - 417 61,852 (913) (13,522) - - - 417 49,660 (913) 48,747 - 417 417 Balance at 30 June 2015 161,675 40,207 21,609 223,491 12,420 235,911 The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes. Cash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Transaction costs relating to acquisition of subsidiary Dividends received Interest received Finance costs Net cash flows from operating activities Cash flows from investing activities Payment for plant and equipment Payment for intangibles Proceeds from sale of plant and equipment Loans to related parties Repayment of loans by related parties Distributions received from joint ventures and associates Proceeds from disposal of joint ventures Purchase of controlled entities, contingent consideration Purchase of controlled entities, net of cash acquired Net cash flows from investing activities Cash flows from financing activities Proceeds from issue of new shares Share issue transaction costs Proceeds from borrowings Repayments of borrowings Dividends paid to company’s shareholders Dividends paid to non-controlling interests in subsidiaries Net cash flows from financing activities Net increase / (decrease) in cash and cash equivalents Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Note 2015 $’000 2014 $’000 198,863 112,092 (164,951) (94,737) 9 21 8 (1,032) 5 102 (219) (8,332) 24,436 (1,275) (1,792) 6 - - - - (792) 2 255 (235) (4,750) 11,835 (797) (1,285) 4 (21,140) 20,196 430 274 (6,613) (2,203) 7 (42,547) (25,151) (52,221) (29,672) 13 4 9 45,549 (1,514) 35,900 (35,900) (12,609) (914) 30,512 2,727 5,936 32,000 40,663 53,335 (2,326) 29,040 (32,856) (9,129) - 38,064 20,227 (1,762) 13,535 32,000 48 49 The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes. FINANCIAL STATEMENTSFINANCIAL STATEMENTS Notes to the Consolidated Financial Statements C O N T E N T S BASIS OF PREPARATION ........................................................................................... 52 PERFORMANCE ........................................................................................................ 53 This section explains the results and performance of the Group. It provides a breakdown of those individual line items in the financial statements, that the Directors consider most relevant in the context of the operations of the Group, or where there have been significant changes that required specific explanations. It also provides detail on how the performance of the Group has translated into returns to shareholders. 1. SEGMENT REPORTING ......................................................................................... 53 2. REVENUE .............................................................................................................. 55 3. EARNINGS PER SHARE ......................................................................................... 56 4. DIVIDENDS PAID AND PROPOSED......................................................................... 57 5. INCOME TAX EXPENSE .......................................................................................... 58 6. EXPENSES ............................................................................................................ 62 GROUP STRUCTURE ................................................................................................. 63 This section explains significant aspects of the Group structure and how changes have affected the financial position and performance of the Group. 7. BUSINESS COMBINATIONS ................................................................................... 63 8. INTANGIBLE ASSETS ............................................................................................. 70 CAPITAL .................................................................................................................... 72 Maintaining a strong financial position and low levels of external debt is a core part of the Group’s operations. This section explains how the Group has performed in areas relating to capital management. 9. CASH AND CASH EQUIVALENTS ........................................................................... 72 10. TRADE AND OTHER RECEIVABLES ..................................................................... 73 11. TRADE AND OTHER PAYABLES ........................................................................... 75 12. PROVISIONS ........................................................................................................ 76 13. CONTRIBUTED EQUITY, RESERVES AND RETAINED EARNINGS .......................... 78 14. BORROWINGS ..................................................................................................... 81 RISK ......................................................................................................................... 82 This section discusses the Group’s exposure to various financial risks, explains how these affect the Group’s financial position and performance, and what the Group does to manage these risks. 15. IMPAIRMENT TESTING OF GOODWILL ................................................................ 82 16. FINANCIAL RISK MANAGEMENT .......................................................................... 84 UNRECOGNISED ITEMS ............................................................................................ 87 This section provides information about items that are not recognised in the financial statements, but could potentially have a significant impact on the Group’s financial position and performance. 17. CONTINGENT LIABILITIES ..................................................................................... 87 18. COMMITMENTS ................................................................................................... 87 19. EVENTS OCCURRING AFTER THE REPORTING PERIOD ...................................... 88 OTHER ITEMS ........................................................................................................... 89 This section provides information on items which require disclosure to comply with Australian Accounting Standards and other regulatory pronouncements, however are not considered critical in understanding the financial performance of the Group. 20. OTHER CURRENT ASSETS ................................................................................... 89 21. PLANT AND EQUIPMENT ..................................................................................... 90 22. FAIR VALUE MEASUREMENT ............................................................................... 91 23. SHARE-BASED PAYMENTS .................................................................................. 93 24. INTEREST IN OTHER ENTITIES ............................................................................ 94 25. RELATED PARTY TRANSACTIONS ....................................................................... 97 26. PARENT ENTITY FINANCIAL INFORMATION ......................................................... 99 27. DEED OF CROSS GUARANTEE .......................................................................... 101 28. AUDITORS’ REMUNERATION ............................................................................. 103 29. SUMMARY OF SIGNIFICANT ACCOUNT POLICIES ............................................. 103 S T N E T N O C : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 51 S T N E T N O C : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 50 I N O T A R A P E R P F O S I S A B : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N BASIS OF PREPARATION PERFORMANCE (a) Basis of consolidation • Assets and liabilities for each Consolidated Statement The consolidated financial statements comprise the financial of Financial Position item presented are translated at the statements of Corporate Travel Management Limited and its closing rate at the date of that statement; controlled entities (“CTM” or “the Group”). Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or • Income and expenses for each profit and loss item in the Consolidated Statement of Comprehensive Income are translated at average exchange rates; and has right to, variable returns from its involvement with the entity • All resulting exchange differences are recognised as a and has ability to affect those returns through its power to direct separate component of equity. This section explains the results and performance of the Group. It provides a breakdown of those individual line items in the financial statements, that the Directors consider most relevant in the context of the operations of the Group, or where there have been significant changes that required specific explanations. It also provides detail on how the performance of the Group has translated into returns to shareholders. 1. SEGMENT REPORTING (a) Description of segments The operating segments are based on the reports reviewed by the group of key senior managers who assess performance and the activities of the entity. Exchange differences arising from the translation of any net determine resource allocation. The financial statements of subsidiaries are prepared for the investment in foreign operations and of borrowings and other same reporting period as the parent company, using consistent financial instruments designated as hedges of such investments accounting policies. Adjustments are made to bring into line any are recognised in other comprehensive income. When a dissimilar accounting policies that may exist. In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intra-Group transactions have been eliminated in full. Subsidiaries are fully consolidated from the date on which control is transferred to the Group and deconsolidated from the date that control ceases. (b) Foreign currency translation (i) Functional and presentation currency Items included in each of the Group entities’ financial statements 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 Australian dollars, which is the Group’s functional and presentation currency. (ii) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the transaction dates. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities foreign operation is sold or any borrowings forming part of the net investment are repaid, a proportionate share of such exchange differences is recognised in the profit and loss in the Consolidated Statement of Comprehensive Income as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as the foreign operations’ assets and liabilities and translated at the closing rate. CRITICAL ESTIMATES, ASSUMPTIONS AND JUDGEMENTS Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are considered to be reasonable under the circumstances. In the process of applying the Group’s accounting policies management is required to exercise judgement. Those judgements involving estimations that may have an effect on the amounts recognised in the financial statements. The Group makes estimates, assumptions and judgements concerning the future. The resulting accounting estimates denominated in foreign currencies are recognised in the profit will, by definition, seldom equal the related actual results. The and loss in the Consolidated Statement of Comprehensive judgements, estimates and assumptions that have a significant Income, except when deferred in equity as qualifying cash flow risk of causing a material adjustment to the carrying amounts of hedges and qualifying net investment hedges. assets and liabilities within the next financial year are discussed Translation differences on non-monetary financial assets and in this report, as follows: liabilities, such as equities held at fair value through profit • Value of intangible assets relating to acquisitions or loss, are recognised in profit or loss in the Consolidated Refer note 7 – Business combinations. Statement of Comprehensive Income as part of the fair • Impairment of goodwill value gain or loss. Translation differences on non-monetary Refer note 15 – Impairment testing of goodwill. financial assets, such as equities classified as available-for-sale financial assets, are included in the fair value reserve in other comprehensive income. (iii) Foreign operations • Contingent consideration Refer note 7 – Business combinations. • Allowance for doubtful debts Refer note 10 – Trade and other receivables. The results and financial position of all the foreign operations that have functional currencies different to the presentation currencies are translated into the presentation currency as • Override revenue Refer note 2 – Revenue. During the period, Laura Ruffles was appointed the position of Global Chief Operating Officer. The Chief Operating Decision Makers (“CODM”) are now considered to be Managing Director Jamie Pherous (MD), Global Chief Financial Officer Steve Fleming (CFO) and Global Chief Operating Officer Laura Ruffles (COO). The CODM considers, organises and manages the business from a geographic perspective. Since the acquisition of Chambers Travel Group (refer note 7), the CODM has identified four operating segments being Travel Services Australia and New Zealand, Travel Services North America, Travel Services Asia, and Travel Services Europe. There are currently no non-reportable segments. (b) Segment information provided to the Chief Operating Decision Makers The CODM assess the performance of the operating segments based on a measure of adjusted EBITDA. This measurement basis excludes the effects of the costs of acquisitions and any acquisition related adjustments during the year. The segment information provided to the CODM for the reportable segments for the year ended 30 June 2015 is as follows: 2015 Revenue from the sale of travel services Travel services Australia and New Zealand $’000 Travel services North America Travel services Asia Travel services Europe Other* Total $’000 $’000 $’000 $’000 $’000 74,415 47,526 57,272 17,226 - - - 196,439 1,486 197,925 Revenue from other sources 1,392 106 (12) - Total revenue from external parties 75,807 47,632 57,260 17,226 Adjusted EBITDA 25,698 9,451 15,854 2,925 (4,833) 49,095 Interest revenue Interest expense Depreciation and amortisation Income tax expense Total segment assets Total assets include: Non-current assets - Plant and equipment - Intangibles Total segment liabilities 96 362 2 131 2,270 2,538 6,655 77,681 1,808 94,125 5 - 1,600 2,284 - 86 1,132 - 380 - 103 959 7,540 500 (1,085) 10,162 171,783 96,809 10 440,408 1,933 44,560 27,594 652 74,530 33,368 728 40,985 92,865 384 77,850 17,020 - - 33,650 3,697 237,925 204,497 *The other segment includes the Group support service, which is a new department, created to support the operating segments and growth of the global business. follows: 52 E C N A M R O F R E P : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 53 E C N A M R O F R E P : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 54 1. SEGMENT REPORTING continued 2. REVENUE Travel services Australia and New Zealand $’000 66,220 2,160 68,380 18,974 628 477 2,326 4,566 Travel services North America $’000 22,792 2 22,794 5,145 - 534 570 1,154 Travel services Asia $’000 20,244 1 20,245 4,745 1 3 703 679 2014 Revenue from the sale of travel services Revenue from other sources Total revenue Adjusted EBITDA Interest revenue Interest expense Depreciation and amortisation Income tax expense Total segment assets 79,937 36,483 131,993 Total assets include: Non-current assets - Plant and equipment - Intangibles Total segment liabilities (c) Other segment information (i) Adjusted EBITDA 2,538 44,132 25,623 118 30,463 14,868 715 34,436 75,038 The reconciliation of adjusted EBITDA to operating profit before income tax is provided as follows: Adjusted EBITDA Interest revenue Finance costs Depreciation Amortisation Acquisition / non-recurring costs Unallocated / Eliminated Total $’000 $’000 - 109,256 (1,405) (1,405) - (374) (374) - - - - - - 758 110,014 28,864 255 640 3,599 6,399 248,413 3,371 109,031 115,529 2015 $’000 2014 $’000 49,095 28,864 103 (959) (1,920) (5,620) (1,443) 255 (640) (1,492) (2,107) (1,902) Profit before income tax from continuing operations 39,256 22,978 Accounting policy AASB 8 Operating Segments requires a ‘management approach’, under which segment information is presented on the same basis as that used for internal reporting purposes. Operating segments are reported in a manner that is consistent with the internal reporting provided to the Chief Operating Decision Makers (CODM). The CODM has been identified as a group of executives, which is the steering committee that makes strategic decisions. Goodwill is allocated by management to groups of cash-generating units on a segment level. Revenue from the sale of travel services Revenue from other sources Rental income Interest Other revenue Total revenue Accounting policy 2015 $’000 2014 $’000 196,439 109,256 148 103 1,035 1,286 148 255 355 758 197,725 110,014 The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity, and specific criteria set out are met. The amount of revenue is not considered to be reliably measured until all contingencies relating to the sale have been resolved. The Group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. Revenue is recognised for the major business activities as follows: • Revenue from sale of travel services Revenue from sale of travel services represents net revenue earned via commissions and fees, and also includes any commission payable by suppliers after completion of the transaction. Commission and fees from the sale of travel services is recognised when a travel booking is received and travel documents are issued. Commission payable by suppliers includes PDC’s, which is recognised upon receipt, the point at which it can be reliably measured, and it is probable that future economic benefits will flow to the entity. Revenue relating to volume incentives (override revenue) is recognised at the amount receivable when annual targets are likely to be achieved. • Rental income Rental income is recognised when the right to receive revenue is established. • Interest revenue Interest income is recognised using the effective interest method. • Dividends Revenue is recognised when the Group’s right to receive the payment is established. • Other revenue Other revenue is recognised when the right to receive the revenue is established. Critical estimates, assumptions and judgements • Override revenue In addition to commission payments, the Group is eligible for override payments from its suppliers. These overrides are negotiated with individual suppliers and will typically include a combination of guaranteed payments and volume incentives. The volume incentives are recognised at the amount receivable when annual targets are likely to be achieved. The override revenue accrual process is inherently judgemental and is impacted by factors which are not completely under Group’s control. These factors include: Í Year-end differences As supplier contract periods do not always correspond to the Group’s financial year, judgements and estimation techniques are required to determine anticipated future flown revenues over the remaining contract year and the associated override rates applicable to these forecast levels. E C N A M R O F R E P : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 55 E C N A M R O F R E P : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 56 2. REVENUE continued Í Timing Where contracts have not been finalised before the start of the contract period, override and commission earnings may have to be estimated until agreement has been reached. Í Re-negotiations Periodic re-negotiation of terms and contractual arrangements with suppliers may result in additional volume incentives, rebates or other bonuses being received. These payments may not be specified in existing contracts. 3. EARNINGS PER SHARE The following information reflects the income and share data used in the basic and diluted earnings per share computations: Net profit attributable to ordinary equity holders of Corporate Travel Management Limited 26,367 15,845 2015 $’000 2014 $’000 Weighted average number of ordinary shares used as a denominator in calculating basic earnings per share Adjustments for calculation of diluted earnings per share: Share appreciation rights (i) Deferred shares on acquisitions (ii) Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share 2015 Shares 2014 Shares 93,813,273 83,467,543 570,053 132,850 - 566,448 94,383,326 84,166,841 (i) Share appreciation rights Share Appreciation Rights (SARs) are considered to be potential ordinary shares. They have been included in the determination of diluted earnings per share if the required hurdles would have been met based on the Group’s performance up to the reporting date, and to the extent to which they are dilutive. The options have not been included in the determination of basic earnings per share. Details relating to the options are set out in note 23. (ii) Deferred shares 4. DIVIDENDS PAID AND PROPOSED Ordinary shares Final franked dividend paid for the year ended 30 June 2014 of 7.5 cents (2013: 6.5 cents) per fully paid share Interim franked dividend for the year ended 30 June 2015 of 6.0 cents (2014: 4.5 cents) per fully paid share 2015 $’000 6,789 2014 $’000 5,084 5,820 4,045 12,609 9,129 Approved by the Board of Directors on 26 August 2015 (not recognised as a liability as at 30 June 2015) Final franked dividend for the year ended 30 June 2015 of 10.0 cents (2014: 7.5 cents) per fully paid share 9,699 6,745* * This dividend does not include shares issued post balance date as part of the R&A Travel and Travelcorp contingent consideration payments. Franking credit balance 2015 $’000 2014 $’000 The amount of franking credits available for the subsequent financial year are: Franking account balance as at the end of the financial year at 30% (2014: 30%) 5,358 5,493 Plus: Franking credits that will arise from the income tax payable/(the receipt of income tax receivable) as at the end of the financial year 2,639 1,863 Equals: The amount of franking credits available for future reporting periods 7,997 7,356 Less: The impact on the franking account of dividends proposed or declared before the financial report was authorised for issue but not recognised as a distribution to equity holders during the period (4,157) (2,891) Balance of franking credits available for subsequent years 3,840 4,465 A number of shares are offered as part of the contingent consideration payable component of a business combination. They have been included in the determination of diluted earnings per share if the required hurdles would have been met based on the Accounting policy Group’s performance up to the reporting date, and to the extent to which they are dilutive. The deferred shares have not been Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the included in the determination of basic earnings per share. entity, on or before the end of the financial year but not distributed at balance dates. Accounting policy Basic earnings per share are calculated as net profit attributable to owners of the Group, adjusted to exclude any costs of servicing equity (other than dividends) divided by the weighted average number or ordinary shares, adjusted for any bonus element. Diluted earnings per share are calculated as net profit attributable to members of the parent, divided by the weighted average number or ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element, and adjusted for: • Costs of servicing equity (other than dividends); • The after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and • Other non-discretionary changes in revenues or expenses during the period that would result from the conversion into potential ordinary shares. Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. E C N A M R O F R E P : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 57 E C N A M R O F R E P : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 58 5. INCOME TAX EXPENSE 5. INCOME TAX EXPENSE continued Income tax expense Current income tax Current income tax charge Adjustments in respect of current income tax of previous years Deferred income tax Relating to origination and reversal of temporary differences Income tax expense reported in the Consolidated Statement of Comprehensive Income (Increase) decrease in deferred tax assets Increase (decrease) in deferred tax liabilities Numerical reconciliation of income tax expense to prima facie tax payable Accounting profit before income tax Tax at the Australian tax rate of 30% (2014: 30%) Tax effect of amounts which are not deductible/(assessable) in calculating taxable income: Non-deductible amounts Other amounts Recognition of temporary differences previously not brought to account Difference in overseas tax rates Adjustments for current tax of prior periods Research and development tax credit Unrecognised tax losses Income tax expense 2015 $’000 2014 $’000 10,216 (359) 305 10,162 (1,121) 1,426 305 39,256 11,777 538 (164) 374 54 (1,619) (359) (200) 135 (1,989) 10,162 6,503 73 (177) 6,399 (100) (77) (177) 22,978 6,893 192 (24) 168 (347) (341) 73 (90) 43 (662) 6,399 Deferred income tax Deferred tax assets Provisions and expenses not yet deductible Other Set off against deferred tax liabilities Net deferred tax assets Deferred tax liabilities Difference tax to accounting depreciation / amortisation Accrued income assessable in year of receipt Other Set off against deferred tax assets Net deferred tax liabilities Deferred tax assets expected to be recovered within 12 months Deferred tax assets expected to be recovered after more than 12 months Deferred tax liabilities expected to be recovered within 12 months Deferred tax liabilities expected to be recovered after more than 12 months 2015 $’000 2014 $’000 3,715 2,205 30 30 3,745 2,235 (3,663) (2,137) 82 98 4,269 5,241 979 2,842 3,264 (41) 10,489 6,065 (3,663) (2,137) 6,826 3,928 2,837 1,801 908 434 3,745 2,235 5,946 4,543 10,489 3,590 2,475 6,065 E C N A M R O F R E P : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 59 5. INCOME TAX EXPENSE continued At 1 July Transfer from income tax receivable $’000 (Charged) / credited in year via P&L $’000 (Charged) / credited in year via equity $’000 Acquisition of subsidiaries Change in FX rates At 30 June $’000 $’000 $’000 - - - - - - - - - - - 1,121 - 1,121 130 (26) (4) 100 348 - 348 - - - - - - - 92 - - 92 41 - 41 3,715 30 3,745 (9) 2,205 - 2 - 30 (7) 2,235 (446) (65) 1,255 683 4,269 1,873 - (1) 1,026 - - 104 5,241 (5) 979 1,426 961 1,255 782 10,489 $’000 2,205 30 2,235 1,992 26 32 2,050 2,842 3,264 (41) 6,065 192 188 314 3,802 - - - 3,994 188 (537) (42) (265) - - - - 2,215 (67) 2,842 - - (1) 1 3,264 (41) 2,215 (67) 6,065 Deferred tax assets 2015 Provisions and expenses not yet deductible Other 2014 Provisions and expenses not yet deductible Tax losses carried forward Other Deferred tax liabilities 2015 Difference tax to accounting depreciation / amortisation Accrued income assess- able in year of receipt Other 2014 Difference tax to accounting depreciation / amortisation Accrued income assess- able in year of receipt Other E C N A M R O F R E P : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 60 5. INCOME TAX EXPENSE continued Accounting policy Tax consolidation Corporate Travel Management Limited and its 100% owned Australian resident subsidiaries have formed a tax consolidated group with effect from 1 July 2008. Corporate Travel Management Limited is the head entity of the tax consolidated group. Members of the Group have entered into a tax sharing agreement in order to enable Corporate Travel Management Limited to allocate income tax expense to the wholly owned subsidiaries on a pro-rata basis. In addition, the agreement provides for the allocation of income tax liabilities amongst the entities should the head entity default on its tax payment obligations. Deferred income tax is determined using tax rates and laws that have been enacted, or substantially enacted, by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will Tax effect accounting by members of the tax not reverse in the foreseeable future. consolidated group Members of the tax consolidated group have entered into a tax funding agreement. The tax funding agreement provides for the allocation of current taxes to members of the tax consolidated group in accordance with their accounting profit for the period, while deferred taxes are allocated to members of the tax consolidated group in accordance with the principles of AASB 112 Income Taxes. Allocations under the tax funding agreement Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. are made at the end of each quarter. Current and deferred tax is recognised in profit or loss, except The allocation of taxes under the tax funding agreement is recognised as an increase/decrease in the subsidiaries’ inter- company accounts with the tax consolidated group head company, Corporate Travel Management Limited. to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. The income tax expense (or revenue) for the period is the tax Other taxes payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. Revenues, expenses and assets are recognised net of the amount of GST except: • When the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in The current income tax charge is calculated on the basis which case, the GST is recognised as part of the cost of of the tax laws enacted or substantively enacted at the end acquisition of the asset or as part of the expense item as of the reporting period in the countries where the Group’s applicable; and subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition • Receivables and payables, which are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Consolidated Statement of Financial Position. Cash flows are included in the Consolidated Statement of Cash Flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows. of an asset or liability in a transaction other than a business Commitments and contingencies are disclosed net of the combination that, at the time of the transaction, affects neither amount of GST recoverable from, or payable to, the taxation accounting nor taxable profit or loss. authority. E C N A M R O F R E P : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 61 GROUP STRUCTURE This section explains significant aspects of the Group structure and how changes have affected the financial position and performance of the Group. 7. BUSINESS COMBINATIONS Chambers Travel Group Limited (“Chambers”) On 2 January 2015, the Group acquired 100% of the shares of Chambers Travel Group Limited (“Chambers”), a travel management company headquartered in London, with operations in England, Scotland, France, Germany, the Netherlands, Switzerland, Sweden and the Czech Republic. The initial cost of the acquisition was $45,744,352 (GBP 24,166,761), paid in both cash $35,094,340 (GBP 18,600,000) and shares $10,650,012 (GBP 5,566,761), with further contingent consideration payable in three tranches, as set out in this note. The potential undiscounted amounts of future payments that the Group could be required to make, in cash and shares of up to $27,624,585 (GBP 15,400,000), based on the financial criteria relating to the earn-out period, is as follows: • Tranche 1 is payable based on Chambers achieving annual EBITDA from the period ending 31 March 2016 of greater than $5,643,773 (GBP 2,950,000) (“FY2016 excess”) based on a multiplier of FY2016 excess; • Tranche 2 is payable based on the excess over the EBITDA from the period ending 31 March 2016 Chambers achieves on the annual EBITDA from period ending 31 March 2017 (“FY2017 excess”) based on a multiplier of FY2017 excess; and • Tranche 3 is payable based on the excess over Chambers achieves on the annual EBITDA from period ending 31 March 2017 Chambers achieves on the annual EBITDA from period ending 31 March 2018 (“FY2018 excess”) based on a multiplier of FY2018 excess. At the acquisition date, the projected result for the earn-out period, from 1 April 2015 to 31 March 2018, was assessed to determine the acquisition date fair value of this contingent consideration, as set out in the following table. Purchase consideration Initial cash and shares paid / payable * Acquisition date fair value contingent consideration – earn out ** Total acquisition date fair value consideration $’000 45,744 27,625 73,369 * $35,094,340 (GBP 18,600,000) in cash and $10,650,012 (GBP 5,566,761) in shares paid on 2 January 2015. ** The contingent consideration has been accrued in the Statement of Financial Position within the Trade and other payables classification. Management has not changed its expectation of contingent consideration payable. 6. EXPENSES Profit before income tax includes the following specific expenses: Depreciation and amortisation Depreciation of non-current assets – plant and equipment note 21 Amortisation of non-current assets – intangibles note 8 Finance costs Bank loans Net exchange differences Other interest Other expense disclosures Defined contribution superannuation expense Rental expense relating to operating leases Accounting policy Depreciation expense 2015 $’000 1,920 5,620 7,540 225 (226) 960 959 3,151 8,455 2014 $’000 1,492 2,107 3,599 235 (45) 450 640 2,862 4,211 Depreciation is calculated over plant and equipment using the following estimated useful lives and methods: Item Plant and equipment: Leasehold improvements Computer hardware Furniture, fixture and equipment Years Method 5 2.5 – 3 4 – 5 Straight line Straight line Diminishing value or straight line The assets’ residual values, useful lives and amortisation methods are reviewed, and adjusted, if appropriate, at each financial year end. Amortisation expense The useful lives of these intangible assets are assessed to be finite. A summary of the amortisation policies applied to the Group’s intangible assets is as follows: Item Method Internally generated / acquired Client contracts and relationships Straight line – ranging between two and seventeen years Intellectual property 5.00% - straight line Acquired Acquired Software 40.00% - straight line Acquired/ Internally generated Where amortisation is charged on assets with finite lives, this expense is taken to the profit and loss in the Consolidated Statement of Comprehensive Income in the expense category ‘depreciation and amortisation’. Finance costs This expense is recognised as interest accrues, using the effective interest method. This method calculates the amortised cost of a financial liability and allocates the interest expense over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability to the net carrying amount of the financial liability. E R U T C U R T S P U O R G : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 63 E C N A M R O F R E P : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 62 E R U T C U R T S P U O R G : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 64 7. BUSINESS COMBINATIONS continued 7. BUSINESS COMBINATIONS continued The provisional fair values of the assets and liabilities of the Chambers Travel Group Limited business, acquired as at the date of acquisition, are as follows: Cash and cash equivalents Trade and other receivables Other current assets Property, plant and equipment Intangible assets: Client contracts and relationships Deferred tax liability on intangibles Goodwill Trade and other payables Provisions Deferred revenue Income tax (payable)/receivable Net identifiable assets / (liabilities) acquired Goodwill on acquisition Net assets acquired Fair Value $’000 2,939 9,543 370 351 4,235 (868) (12,716) (45) (37) 74 3,846 69,523 73,369 The consideration payable for the combination effectively includes amounts in relation to the benefit of expected synergies, revenue growth and the assembled workforce of the acquiree, which has resulted in goodwill of $69,523,000 (GBP 36,340,000). (i) Acquisition costs Acquisition-related costs of $860,000 (GBP 461,712) are included in administrative and general expenses in the Statement of Comprehensive Income. (ii) Acquired receivables The fair value of the acquired trade receivables is $9,543,000 (GBP $4,988,000). The gross contractual amount for trade receivables due is $9,617,000 (GBP 5,027,000), of which $74,000 (GBP 39,000) is expected to be uncollectable. (iii) Revenue and profit contribution The acquired business contributed revenues of $17,226,000 (GBP 8,837,000) and net profit after tax of $1,668,000 (GBP 872,000) to the Group for the period 2 January 2015 to 30 June 2015. If the acquisition had occurred on 1 July 2014, consolidated revenue and profit for the year ended 30 June 2015 would have been $210,642,000 and $29,701,000. Purchase consideration – cash outflow: Outflow of cash to acquire subsidiary, net of cash acquired: Purchase consideration Cash consideration Less: cash balances acquired Outflow of cash – investing activities (net of cash acquired) $’000 35,094 (2,939) 32,155 TMC Group Inc. trading as Diplomat Travel Services (“Diplomat”) On 2 January 2015, the Group acquired 100% of the shares of Diplomat Travel Services (“Diplomat”), a travel management company headquartered in Washington DC, USA. The initial cost of the acquisition was $9,533,512 (US $7,747,885), paid in both cash $7,459,579 (US $6,062,400) and shares $2,073,933 (US $1,685,485), with further contingent consideration payable at 31 March 2016, as set out in this note. The potential undiscounted amounts of future payments that the Group could be required to make, in cash, based on the financial criteria relating to the earn-out period, is as follows: • A multiple of net profit before tax (NPBT) for the year ending 31 December 2015, with the maximum payment being a capped value of $2,364,956 (US $1,922,000) adjusted for the final working capital over the target working capital of $369,140 (US $300,000). The expected adjustment at year end is $680,310 (US $552,888). At the acquisition date, the projected result for the earn-out period, 12 months ending December 2015, was assessed to determine the acquisition date fair value of this contingent consideration, as set out in the following table. Purchase consideration Initial cash and shares paid / payable * Acquisition date fair value contingent consideration – earn out ** Working capital adjustment Total acquisition date fair value consideration $’000 9,533 2,365 680 12,578 * $7,459,579 (US $6,062,400) in cash and $2,073,933 (US $1,685,485) in shares paid on 2 January 2015. ** The contingent consideration has been accrued in the Statement of Financial Position within the Trade and other payables classification. Management has not changed its expectation of contingent consideration payable. The provisional fair values of the assets and liabilities of the Diplomat business, acquired as at the date of acquisition, are as follows: Cash and cash equivalents Trade and other receivables Intangible assets: Client contracts and relationships Trade and other payables Provisions Deferred revenue Net identifiable assets / (liabilities) acquired Goodwill on acquisition Net assets acquired Fair Value $’000 861 399 1,533 (200) (5) (5) 2,583 9,995 12,578 The consideration payable for the combination effectively includes amounts in relation to the benefit of expected synergies, revenue growth and the assembled workforce of the acquiree, which has resulted in goodwill of $9,995,000 (US $8,123,000). The full value of the goodwill and client intangibles is expected to be tax deductible for USA tax purposes. E R U T C U R T S P U O R G : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 65 E R U T C U R T S P U O R G : S T N E M E T A T S 7. BUSINESS COMBINATIONS continued (i) Acquisition costs Acquisition-related costs of $52,220 (US $43,770) are included in administrative and general expenses in the Statement of Comprehensive Income. (ii) Acquired receivables The fair value of the acquired trade receivables is $399,000 (US $324,000). The gross contractual amount for trade receivables due is $399,000 (US $324,000), of which no balances are expected to be uncollectable. (iii) Revenue and profit contribution The acquired business contributed revenues of $1,670,440 (US $1,308,633) and net profit after tax of $699,875 (US $551,511) to the Group for the period 2 January 2015 to 30 June 2015. If the acquisition had occurred on 1 July 2014, consolidated revenue and profit for the year ended 30 June 2015 would have been $199,595,000 and $29,793,000 respectively. Purchase consideration – cash outflow: Outflow of cash to acquire subsidiary, net of cash acquired: Purchase consideration Cash consideration Less: cash balances acquired Outflow of cash – investing activities $’000 7,460 (861) 6,599 Forestieri Interests Corp (Company) trading as Avia International Travel (“Avia”) On 1 September 2014, the Group acquired 100% of the shares of Avia International Travel. (“Avia”), a company based in Houston, Texas. The initial cost of the acquisition was $4,558,973 (US $4,125,000), paid in both cash $2,219,412 (US $2,062,500) and shares $2,339,561 (US $2,062,500), with further contingent consideration payable at 30 November 2015, as set out in this note. The potential undiscounted amounts of future payments that the Group could be required to make, in cash and shares, based on the financial criteria relating to the earn-out period, is as follows: • A multiple of NPBT for the period 1 September 2014 to 31 August 2015, with the maximum payment being a capped value of $5,245,884 (US $4,875,000) adjusted for the final working capital amount in relation to the target working capital of $258,807 (US $240,509). At the acquisition date, the projected results for the earn-out period, ending 31 August 2015, was assessed to determine the acquisition date fair value of this contingent consideration, as set out in the following table. Purchase consideration Initial cash and shares paid / payable * Acquisition date fair value contingent consideration – earn out ** Working capital adjustment Total acquisition date fair value consideration $’000 4,559 5,246 (259) 9,546 * $2,219,412 (US $2,062,500) in cash and $2,339,561 (US $2,062,500) in shares paid on 2 September 2014. ** The contingent consideration has been accrued in the Statement of Financial Position within the Trade and other payables classification. Management has not changed its expectation of contingent consideration payable. I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 66 7. BUSINESS COMBINATIONS continued The fair values of the assets and liabilities of Avia International Travel, acquired as at the date of acquisition, are as follows: Cash and cash equivalents Trade and other receivables Other current assets Intangible assets: Client contracts and relationships Client creditors Other payables Deferred tax liability Net identifiable assets / (liabilities) acquired Goodwill on acquisition Net assets acquired Fair Value $’000 206 560 147 1,043 (164) (372) (387) 1,033 8,513 9,546 The consideration payable for the combination effectively includes amounts in relation to the benefit of expected synergies, revenue growth and the assembled workforce of the acquiree, which has resulted in goodwill of $8,513,000 (US $7,911,000). (i) Acquisition costs Acquisition-related costs of $79,268 (US $69,815) are included in administrative and general expenses in the Statement of Comprehensive Income. (ii) Acquired receivables The fair value of the acquired trade receivables is $559,999 (US $507,722). The gross contractual amount for trade receivables due is $559,999 (US $507,722) of which $nil is expected to be uncollectable. (iii) Revenue and profit contribution The acquired business contributed revenues of $5,039,649(US $4,120,798) and net profit after tax of $1,093,524 (US $930,625) to the Group for the period 1 September 2014 to 30 June 2015. If the acquisition had occurred on 1 July 2014, consolidated revenue and net profit after tax for the full-year ended 30 June 2015, would have been $198,933,000 and $29,313,000 respectively. Purchase consideration – cash outflow: Outflow of cash to acquire subsidiary, net of cash acquired: Purchase consideration Cash consideration Less: cash balances acquired Outflow of cash – investing activities USTravel Alaska, LLC. (“UST”) $’000 2,291 (206) 2,013 On 1 July 2014, the Group acquired 100% of the shares of USTravel Alaska, LLC (“UST”), a travel company based in Alaska and the Pacific Northwest (PNW) in America. The initial cost of the acquisition was $5,551,672 (US $5,250,000), paid in both cash $5,291,336 (US $5,004,572) and shares $260,336 (US $245,428), with further contingent consideration payable at 31 August 2015, as set out in this note. E R U T C U R T S P U O R G : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 67 E R U T C U R T S P U O R G : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 68 7. BUSINESS COMBINATIONS continued 7. BUSINESS COMBINATIONS continued The potential undiscounted amounts of future payments that the Group could be required to make, in cash and shares, based on the financial criteria relating to the earn-out period, is as follows: • A multiple of NPBT for the period 1 July 2014 to 30 June 2015, with the maximum payment being a capped value of $2,907,591 (US $2,750,000) adjusted for the final working capital adjustment capital amount in relation to the target working capital of $581,748 (US $550,218). At the acquisition date, the projected result for the earn-out period, from 1 July 2014 to 30 June 2015, was assessed to determine the acquisition date fair value of this contingent consideration, as set out in the following table. Purchase consideration Initial cash and shares paid / payable * Acquisition date fair value contingent consideration – earn out ** Working capital adjustment Total acquisition date fair value consideration $’000 5,550 2,908 582 9,040 * $5,291,336 (US $5,004,572) in cash and $260,336 (US $245,428) in shares paid on 2 July 2014. ** The contingent consideration has been accrued in the Statement of Financial Position within the Trade and other payables classification. Management has reclassified the balance to acquisition payable based on UST meeting the earn-out criteria during the earn-out period. The fair values of the assets and liabilities of the US Travel Inc. business, acquired as at the date of acquisition, are as follows: Cash and cash equivalents Trade and other receivables Other current assets Property, plant and equipment Intangible assets: Client contracts and relationships Trade and other payables Provisions Deferred revenue Income tax payable Net identifiable assets / (liabilities) acquired Goodwill on acquisition Net assets acquired Fair Value $’000 3,511 5,367 115 353 1,182 (12,572) (77) (428) 18 (2,531) 11,571 9,040 The consideration payable for the combination effectively includes amounts in relation to the benefit of expected synergies, revenue growth and the assembled workforce of the acquiree, which has resulted in goodwill of $11,571,000 (US $10,944,000). The full value of the goodwill and client intangibles is expected to be tax deductible for USA tax purposes. (i) Acquisition costs With limited exceptions, all identifiable assets acquired and Acquisition-related costs of $40,848 (US $35,203) are included liabilities and contingent liabilities assumed in a business in administrative and general expenses in the Statement of combination are measured initially at their fair values at the Comprehensive Income. (ii) Acquired receivables The fair value of the acquired trade receivables is $5,367,319 (US $5,076,410). The gross contractual amount for trade receivables due is $5,545,518 (US $5,244,950) of which $178,199 (US $168,541) is expected to be uncollectable. (iii) Revenue and profit contribution acquisition date. The excess of the consideration transferred, amount of any non-controlling interest in the acquired entity, over the net fair value of the Group’s share of the identifiable net assets acquired is recognised as goodwill. If the consideration transferred of the acquisition is less than the Group’s share of the net fair value of the identifiable net assets of the subsidiary, the difference is recognised as a gain in the profit and loss in the Consolidated Statement of Comprehensive Income, but only The acquired business contributed revenues of $14,020,524 after a reassessment of the identification and measurement of (US $11,742,358) and net profit after tax of $1,490,638 (US the net assets acquired. $1,348,736) to the Group for the period 1 July 2014 to 30 June 2015. Purchase consideration – cash outflow: Where settlement of any part of the cash consideration is deferred, the amounts payable in the future are discounted to their present value, as at the date of exchange. The discount Outflow of cash to acquire subsidiary, net of cash acquired: rate used is the entity’s incremental borrowing rate, being the Purchase consideration rate at which a similar borrowing could be obtained from an $’000 independent financier under comparable terms and conditions. Cash consideration 5,291 Contingent consideration is classified either as equity or a Less: cash balances acquired Outflow of cash – investing activities (3,511) 1,780 financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value, with changes in fair value recognised in other income or other expenses in the Consolidated Statement of Comprehensive Income. Any Accounting policy The purchase method of accounting is used to account for all business combinations regardless of whether equity instruments or other assets are acquired. The consideration transferred is measured as the fair value of the assets acquired, shares issued or liabilities incurred or assumed at the date of exchange, and, for acquisitions prior to 1 July 2009, included costs directly attributable to the combination. For acquisitions after 1 July 2009, acquisition-related costs are expensed in the period in which the costs are incurred, rather than being added to the cost of the business combination, as required by revised AASB 3 Business Combinations. subsequent adjustment to the final contingent consideration, based on actual results as at 30 June 2015, will be reflected in the Statement of Comprehensive Income. The Group recognises any non-controlling interest, in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interests’ proportionate share of the acquired entity’s net identifiable assets. Non-controlling interests in the results and equity of subsidiaries are shown separately in the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position and Consolidated Statement of Changes in Equity. Where equity instruments are issued in a business combination, Critical estimates, assumptions and judgements the fair value of the instruments is their published market price • Value of intangible assets relating to acquisitions as at the date of exchange. Transaction costs arising on the issue of equity instruments are recognised directly in equity. The consideration transferred also includes the fair value of The Group has allocated portions of the cost of acquisitions to client contracts and relationships intangibles, valued using the multi-period excess earnings method. These calculations any asset or liability resulting from a contingent consideration require the use of assumptions including future customer arrangement. retention rates and cash flows. E R U T C U R T S P U O R G : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 69 E R U T C U R T S P U O R G : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 70 8. INTANGIBLE ASSETS 8. INTANGIBLE ASSETS continued Client contracts and relationships $’000 Intellectual property $’000 Software $’000 Goodwill $’000 Total $’000 Year ended 30 June 2015 Cost Accumulated depreciation Opening net book amount Additions Additions through the acquisition of entities / businesses [note 7] Disposals Depreciation charge Exchange differences Closing net book amount Year ended 30 June 2014 Cost Accumulated depreciation Opening net book amount Additions Additions through the acquisition of entities / businesses Transfers/reallocations Disposals Amortisation charge Exchange differences Closing net book amount 26,445 (6,942) 19,503 12,478 - 7,993 - (4,363) 3,395 19,503 17,114 (4,636) 12,478 759 - 13,587 - - (1,011) (857) 12,478 244 (130) 114 99 25 - - (20) 10 114 219 (120) 99 79 7 - 22 - (9) - 99 5,774 (3,021) 2,753 2,194 1,766 - - (1,237) 215,831 248,294 (276) (10,369) 215,555 237,925 94,260 109,031 - 1,791 99,602 107,595 - - - (5,620) 25,128 30 21,693 2,753 215,555 237,925 4,147 (1,953) 2,194 2,000 1,278 14 (22) - (1,079) 3 2,194 94,474 115,954 (214) 94,260 72,876 - (6,923) 109,031 75,714 1,285 23,605 37,206 (366) - (8) (1,847) 94,260 (366) - (2,107) (2,701) 109,031 Customer contracts annually, either individually or at the cash-generating unit The customer contracts were acquired as part of a business level. Useful lives are also examined on an annual basis and combination (see note 7 for details). They are recognised at adjustments, where applicable, are made on a prospective their fair value at the date of acquisition and are subsequently amortised on a straight-line based on the timing of projected cash flows of the contracts over their estimated useful lives. Accounting policy Acquired from a business combination Intangible assets from a business combination are capitalised at fair value as at the date of acquisition. Following initial recognition, the cost model is applied to the class of intangible assets. Software acquired not as part of a business combination Costs incurred in developing products or systems and costs incurred in acquiring software and licenses that will contribute to future period financial benefits through revenue generation and/ or cost reduction are capitalised to software and systems. Gains or losses arising from the derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the profit and loss in the Consolidated Statement of Comprehensive Income when the asset is derecognised. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash- generating unit to which the asset belongs. basis. Goodwill Goodwill acquired on a business combination is initially measured at cost, being the excess of the consideration transferred for the business combination over the Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is reviewed for impairment, annually, or more frequently, if events or changes in circumstances indicate that the carrying value may be impaired. As at the acquisition date, any goodwill acquired is allocated to each of the cash-generating units that are expected to benefit from the combination’s synergies. Impairment is determined by assessing the recoverable amount of the cash-generating unit to which the goodwill relates. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised. Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed, the goodwill associated with the disposed operation is included in the If any such indication exists and where the carrying values carrying amount of the operation when determining the gain or exceed the estimated recoverable amount, the assets or cash- loss on disposal of the operation. generating units are then written down to their recoverable amount. Disposed goodwill in this circumstance is measured on the basis of the relative values of the disposed operation and the Intangible assets are tested for impairment where an indicator of portion of the cash-generating unit retained. impairment exists, and, in the case of indefinite life intangibles, E R U T C U R T S P U O R G : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 71 CAPITAL Maintaining a strong financial position and low levels of external debt is a core part of the Group’s operations. This section explains how the Group has performed in areas relating to capital management. 10. TRADE AND OTHER RECEIVABLES L A T I P A C : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 72 9. CASH AND CASH EQUIVALENTS Cash at bank and on hand Client accounts 2015 $’000 14,013 26,650 40,663 2014 $’000 14,416 17,584 32,000 Cash at bank earns interest at floating rates based on daily bank deposit rates: 2015: 0.00%-2.45% (2014: 0.00%-2.95%). The client accounts earn interest at floating rates based on daily bank deposit rates: 2015: 0.00%-2.05% (2014: 0.00%-1.40%). The weighted average interest rate for the year was 0.21% (2014: 1.49%). A bank overdraft facility of $1,000,000 (2014: $1,000,000) was in place but unused at 30 June 2015. The overdraft incurs interest at floating rates based on daily bank overdraft rates: 2015: 2.99% (2014: 3.42%). Security for the bank overdrafts is detailed in note 14. Accounting policy Cash and cash equivalents in the Consolidated Statement of Financial Position comprise cash at bank and on hand and short-term deposits, with an original maturity of three months or less, that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Client cash represents amounts from clients held before release to service and product suppliers, with a maturity of three months or less. For the purpose of the Consolidated Cash Flow Statement, cash and cash equivalents consist of cash and cash equivalents as defined, net of outstanding bank overdrafts. Reconciliation of profit after income tax to net cash inflow from operating activities Profit for the year Adjustments for: Depreciation and amortisation Appreciation in value of investments Make-good provision accretion Non-cash interest Net exchange differences Net loss on disposal of non-current assets Changes in operating assets and liabilities (Increase) in trade and other receivables (Increase) in prepayments (Decrease in deferred tax balances Decrease in current tax liability / (receivable) Increase in payables and provisions Net cash flow from operating activities Disclosure of financing facilities Refer note 14 2015 $’000 2014 $’000 29,094 16,579 7,540 3,599 - 3 254 (671) (3) 1 2 334 95 (4) (14,819) (13,625) (162) 1,146 1,204 850 363 (178) 1,366 3,303 24,436 11,835 Current Trade receivables (i) Client receivables (i) Allowance for doubtful debts Deposits (ii) Other receivables (iii) 2015 $’000 2014 $’000 25,230 17,823 100,820 69,169 (1,345) (591) 124,705 86,401 26,053 12,129 2,640 2,756 153,398 101,286 (i) Trade and client receivables are non-interest bearing and are generally on terms ranging from 1 to 30 days. (ii) Deposits relate to advance deposits to suppliers and deposits made on behalf of clients for leisure travel which will occur at a future date. Supplier deposits within the Westminster Travel business pertains to securing access during high sales periods, which is the business practise in Hong Kong. (iii) Included within other receivable are balances due from related parties, refer note 25. As of 30 June 2015, trade and client receivables of $27,474,000 (2014: $19,394,000) were past due but not impaired. Operating units are following up on these receivables with the relevant debtors and are satisfied that payment will be received in full. The ageing analysis of these trade and client receivables is as follows: 0 – 31 days 31 – 60 days 60+ days Balance at 30 June 2015 $’000 2014 $’000 15,196 14,637 4,893 7,385 2,381 2,376 27,474 19,394 Other balances within trade, client and other receivables do not contain impaired assets and are not past due. It is expected that these other balances will be received when due. Detail regarding risk exposure relating to credit, market and interest rate risk have been disclosure in note 16. L A T I P A C : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 73 L A T I P A C : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 74 10. TRADE AND OTHER RECEIVABLES continued Accounting policy Trade and client receivables, which generally have 7-30 day terms, are recognised initially at fair value and, subsequently, measured at amortised cost using the effective interest method, less an allowance for impairment. Client receivables result from the provision of travel services to clients. Trade receivables result from other activities relating to the provision of travel services, such as commissions payable by suppliers. Collectability of trade and client receivables is reviewed on an ongoing basis at an operating unit level. Individual debts that are known to be uncollectible are written off when identified. An impairment provision is recognised when there is objective evidence that the Group will not be able to collect the receivable. The amount of the impairment loss is the receivable carrying amount compared to the present value of estimated future cash flows, discounted at the original effective interest rate. The amount of the impairment loss is recognised in the profit and loss in the Consolidated Statement of Comprehensive Income within administration expenses. When a trade receivable, for which an impairment allowance had been recognised, becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against administration expenses in the profit and loss in the Consolidated Statement of Comprehensive Income. Critical estimates, assumptions and judgements • Allowance for doubtful debts The Group determines whether client and trade receivables are collectable on an ongoing basis. This assessment requires estimations of the individual recoverability of each debt and, if considered uncollectable, is subject to an impairment provision. 11. TRADE AND OTHER PAYABLES Current Trade payables (i) Client creditors (i) Other payables and accruals (ii) Acquisition payable (iii) Contingent consideration payable (note 22) Non-current Other payables and accruals Contingent consideration payable (note 22) 2015 $’000 2014 $’000 12,034 984 97,697 72,370 20,834 9,268 9,245 8,575 11,466 38 148,385 94,126 423 4,130 29,862 19 30,285 4,149 (i) Trade payables and client creditors are non-interest bearing and are normally settled on terms ranging from 7 to 30 days. (ii) Included within other payables and accruals are amounts due to related parties. (iii)This balance represents amounts payable relating to business combinations which are no longer contingent on performance hurdles. Fair value Due to the short term nature of these payables, their carrying value is assumed to approximate their fair value. Interest rate risk and liquidity risk Information regarding interest rate risk and liquidity risk exposure is set out in note 16. Accounting policy Trade and other payables and client creditors are carried at original invoice amount and represent liabilities for goods and services provided to the Group to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. These amounts are unsecured and are paid within terms ranging from 7 to 30 days from recognition. Client creditors result from provision of travel services and products to clients. Trade payables result from other activities required to provide those travel services, such as corporate services. L A T I P A C : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 75 L A T I P A C : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 76 12. PROVISIONS Movements in provisions At 1 July 2014 Arising during the year Acquisition of subsidiary Utilised Write back of provision Changes due to change in foreign currency At 30 June 2015 2015 Current Non-current 2014 Current Non-current Employee entitlements $’000 Make-good provision $’000 3,015 4,684 127 (4,115) - 196 3,907 2,593 1,314 3,907 1,933 1,082 3,015 712 56 - (33) - 99 834 151 683 834 28 684 712 Provision for other liabilities and charges $’000 6,382 24,493 - Total $’000 10,109 29,233 127 (22,239) (26,387) (1,653) 1,548 8,531 8,531 - 8,531 6,382 - (1,653) 1,843 13,272 11,275 1,997 13,272 8,343 1,766 6,382 10,109 Amounts not expected to be settled within the next 12 months The current provision for employee benefits includes accrued annual leave, vesting sick leave and long service leave. For long service leave, it covers all unconditional entitlements where employees have completed the required period of service and also those circumstances where employees are entitled to pro-rata payments. The entire balance of the annual leave provision of $2,077,000 (2014: $1,536,000) is presented as a current liability, since the Group does not have an unconditional right to defer settlement for any of these obligations. However, the Group does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months. The following amounts reflect leave that may not to be expected to be taken or paid within the next 12 months: Current leave obligations expected to be settled after 12 months 2015 $’000 86 86 2014 $’000 51 51 12. PROVISIONS continued Accounting policy Provisions are recognised when the Group has a present expected future payments to be made in respect of services provided by the employees up to the reporting date, using legal or constructive obligation as a result of a past event, it is the projected unit credit method. Consideration is given to probable that an outflow of resources embodying economic the expected future wage and salary levels, experience of benefits will be required to settle the obligation and a reliable employee departures, and periods of service. Expected future estimate can be made of the amount of the obligation. payments are discounted using market yields at the reporting Provisions are measured at the present value of management’s date on national government bonds, with terms to maturity and best estimate of the expenditure required to settle the present currencies that match, as closely as possible, the estimated obligation at the end of the reporting period. The discount future cash outflows. rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense. The obligations are presented as current liabilities in the Statement of Financial Position if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual Where the Group expects some or all of a provision to be settlement is expected to occur. reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the profit and loss in the Consolidated Statement of Comprehensive Income, net of any reimbursement. If the effect of the time value of money is material, 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, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. Employee benefits (i) Short term obligations Liabilities for wages and salaries including non-monetary benefits, expected to be settled within 12 months of the reporting period, are recognised in other payables and accruals in respect of employees’ services up to the reporting date. Liabilities for annual leave and accumulated sick leave, (iii) Retirement benefit obligations Contributions to defined contribution funds are recognised as an expense as they become payable. Prepaid contributions are recognised as an asset to the extent that a cash refund or reduction in the future payments is available. (iv) Bonus plans The Group recognises a provision for future bonus payments where it is contractually obliged or where there is a past practice that has created a constructive obligation. (v) Termination benefits Termination benefits are payable when employment is terminated before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal, or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after reporting date are discounted to present value. expected to be settled within 12 months of the reporting Make-good provision period, are recognised in the provision for employee benefits in In accordance with the Group’s contractual obligations under respect of employees’ services up to the reporting date. They tenancy lease agreements, the Group is required to restore the are measured at the amounts expected to be paid when the leased premises on the expiry of the lease term. liabilities are settled. Liabilities for non-accumulated sick leave are recognised when the leave is taken and are measured at the rates paid or payable. (ii) Other long term obligations Provision for other liabilities and charges Provisions for other liabilities and charges are recognised when the group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources Liabilities for long service leave are recognised in the provision will be required to settle the obligation and the amount can be for employee benefits and measured at the present value of reliably estimated. L A T I P A C : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 77 L A T I P A C : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 78 13. CONTRIBUTED EQUITY, RESERVES AND RETAINED EARNINGS 13. CONTRIBUTED EQUITY, RESERVES AND RETAINED EARNINGS continued (a) Contributed equity Ordinary shares Issued and fully paid 2015 $’000 2014 $’000 161,675 99,823 161,675 99,823 Capital management The Group maintains a conservative funding structure that allows it to meet its operational and regulatory requirements, while providing sufficient flexibility to fund future strategic opportunities. The Group’s capital structure includes a mix of debt (refer note 14), general cash (refer note 9) and equity attributable to the parent’s equity holders. When determining dividend returns to shareholders the Board considers a number of factors, including the Group’s anticipated cash requirements to fund its growth, operational plan, and current and future economic conditions. The Group is not bound by externally imposed capital requirements. Ordinary shares have the right to receive dividends as declared and, in the event of winding up the Group, to participate in the While payments may vary from time to time, according to these anticipated needs, the Board’s current policy is to return between proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. 50% to 60% of net profit after tax to shareholders. On a show of hands, every holder of ordinary shares present at a meeting, in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. Ordinary shares have no par value and the company does not have a limited amount of authorised capital. Movement in ordinary share capital Opening balance as at 1 July 2013 2 September 2013 Shares issued (i) 12 September 2013 Shares issued (ii) 24 January 2014 Shares issued (iii) 29 January 2014 Shares issued (iv) 31 January 2014 Shares issued (v) Contingent consideration payment for the R&A Travel Inc. business combination. Provision of consultancy service to Admiral Robert J. Natter – refer Remuneration Report. Renounceable rights issue to fund the Westminster Travel business combination. Renounceable rights issue, to fund the Westminster Travel business combination. Reward and retention of two senior management executives of Westminster Travel. Total shares issued Less: transaction costs arising on share issue At 30 June 2014 Opening balance as at 1 July 2014 2 July 2014 Shares issued (vi) 3 September 2014 Shares issued (vii) 3 September 2014 Shares issued (viii) 3 September 2014 Shares issued (ix) 31 December 2014 Shares issued (x) 5 January 2015 Shares issued (xi) 5 January 2015 Shares issued (xii) Initial consideration for the USTravel Alaska, LLC. business combination – refer note 7. Contingent consideration payment for the TravelCorp LLC business combination – refer note 7. Contingent consideration payment for the R&A Travel Inc. business combination – refer note 7. Initial consideration for the Avia International Travel business combination – refer note 7. Used for the proposed acquisitions of Chambers Travel Group Limited and Diplomat Travel Services. Initial consideration for the Chambers Travel Group Limited business combination – refer note 7. Initial consideration for the Diplomat Travel Services business combination – refer note 7. Number of shares $’000 78,081,184 47,856 140,061 25,000 613 116 11,366,052 52,284 228,466 1,051 50,000 230 11,809,579 89,890,763 89,890,763 54,294 (2,327) 99,823 99,823 40,614 260 170,650 1,305 109,770 840 305,825 2,340 5,176,046 45,549 1,087,846 10,650 211,842 2,074 Total shares issued 7,102,593 Less: transaction costs arising on share issue Deferred tax credit recognised directly in equity 63,018 (1,514) 348 At 30 June 2015 96,993,356 161,675 Total borrowings Total equity Gearing ratio (b) Reserves 2015 $’000 - 2014 $’000 - 235,911 132,844 0% 0% The following table shows a breakdown of the ‘reserves’ line item as per the Consolidated Statement of Financial Position, and the movements in these reserves during the year. A description of the nature and purpose of each reserve is provided below the table. At 30 June 2013 Currency translation differences – current period Other comprehensive income Share-based payment expenses At 30 June 2014 Currency translation differences – current period Deferred tax Other comprehensive income Share-based payment expenses At 30 June 2015 FX translation $’000 Share based payment $’000 1,530 (3,570) (3,570) - (2,040) 24,097 (961) 23,136 - 21,096 - - - 96 96 - - - 417 513 Total $’000 1,530 (3,570) (3,570) 96 (1,944) 24,097 (961) 23,136 417 21,609 L A T I P A C : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 79 L A T I P A C : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 80 13. CONTRIBUTED EQUITY, RESERVES AND RETAINED EARNINGS continued Nature and purpose of other reserves Foreign currency translation Exchange differences arising on translation of the foreign controlled entity are recognised in other comprehensive income and accumulated in a separate reserve within equity. The cumulative amount is recognised in the Consolidated Statement of Comprehensive Income when the net investment is sold. Share-based payments The share-based payments reserve is used to recognise the grant date fair value of deferred shares granted to employees but not yet vested. (c) Retained earnings Movements in retained earnings were as follows: Balance at 1 July Net profit for the year Dividends Balance at 30 June Accounting policy 2015 $’000 2014 $’000 26,449 19,733 26,367 15,845 (12,609) (9,129) 40,207 26,449 Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. 14. BORROWINGS Financial facilities Australia and New Zealand Accounting policy All loans and borrowings are initially recognised at the fair value of consideration received less directly attributable transaction The Group’s facility with ANZ includes accessible lines of credit costs. totalling $15.2m. In addition, there are facilities for overdraft, merchant facilities and bank guarantees. The total facility is $27.6m and has terms ranging from 5 months to 3 years. The amount of this facility used, which relates mainly to bank guarantees, as at 30 June 2015, was $1.8m (2014: $1.5m). The facility is fully secured by a fixed and floating charge over all After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for existing and future assets and undertakings of Corporate Travel at least 12 months after the reporting date. Borrowing costs Borrowing costs are recognised as an expense using the effective interest method. The Group does not currently hold qualifying assets but, if it did, the borrowing costs directly associated with this asset would be capitalised, including any other associated costs directly attributable to the borrowing and temporary investment income earned on the borrowing. Borrowings are removed from the Consolidated Statement of Financial Position when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs. Where the terms of a financial liability are renegotiated and the entity issues equity instruments to a creditor to extinguish all or part of the liability (debt for equity swap), a gain or loss is recognised in the Consolidated Statement of Comprehensive Income, which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instruments issued. Management Group Ltd. The interest rates applicable to these facilities are 2.49% - 4.09% (2014: 3.12%-4.72%). Line fees in addition to interest are 1.00%-1.75% (2014: 1.00%-1.75%). The weighted average interest rate for all borrowings, including line fees, was 4.56% (2014: 4.76%). Fair values The carrying amount of the Group’s current and non-current borrowings approximate their fair value. The fair values have been calculated by discounting the expected future cash flows at prevailing market interest rates varying from 2.49%-4.09% (2014: 3.12%-4.72%), depending on the type of borrowing. Interest rate and liquidity risk Details regarding interest rate and liquidity risk are disclosed in note 16. Asia There are two available bank loan facilities totalling $10.1m (2014: $4.8m) consisting of $5.0m (2014: $0.7m) from HSBC and $5.0m (2014: $4.1m) Standard Chartered Bank. The amount of these facilities used as at 30 June 2015 was $nil (2014: $nil). Interest rates applicable to these facilities range from 1.49%-4.24% (2014: 3.21%-4.66%). Additional facilities are held for bank guarantees totalling $26.9m (2014: $25.2m) consisting of $17.4m (2014: $13.2m) from HSBC, $8.4m (2014: $11.1m) Standard Chartered Bank and First Bank, $1.0m (2014: $0.9m). The amount of these facilities used as at 30 June 2015 was $24.6m (2014: $17.5m). Interest rates applicable to these facilities range from 0.5%- 1.1% (2014: 3.21%-4.66%). Refer note 16. L A T I P A C : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 81 RISK This section discusses the Group’s exposure to various financial risks, explains how these affect the Group’s financial position and performance, and what the Group does to manage these risks. 15. IMPAIRMENT TESTING OF GOODWILL continued 15. IMPAIRMENT TESTING OF GOODWILL For the purposes of impairment testing, the cash generating unit has been defined as the lowest level of travel services operations to which goodwill relates, where individual cash flows can be ascertained for the purposes of discounting future cash flows.. The carrying amount of goodwill allocated to the cash generating unit: Travel services - Australia and New Zealand Travel services - North America Travel services - Asia Travel services - Europe 2015 $’000 2014 $’000 41,841 41,879 72,230 30,247 27,142 22,134 74,342 - 215,555 94,260 The recoverable amount of the cash generating unit has been determined based on financial budgets set for the next financial year and management’s cash flow projections for subsequent years. 2015 Pre-tax discount rate applied to the cash flow projection Cash flows beyond the next financial year, up to year 5, are extrapolated using a growth rate of: Revenue (years 2 - 5) Operating expenses (years 2 - 5) Terminal multiple of EBITDA in year 5 2014 Travel services Australia and New Zealand North America Asia Europe 17.78% 17.05% 15.09% 14.78% 3.50% 3.50% 3.50% 6.68% 3.00% 2.50% 3.00% 3.00% 5.79 6.02 6.70 7.53 Pre-tax discount rate applied to the cash flow projection 18.12% 17.05% 14.62% Cash flows beyond the next financial year, up to year 5, are extrapolated using a growth rate of: Revenue (years 2 - 5) Operating expenses (years 2 - 5) Terminal multiple of EBITDA in year 5 3.5% 5.0% 3.5% 3.0% - 4.0% 4.0% - 5.0% 3.0% - 4.0% 6.03 6.49 7.22 - - - - Key assumptions used for value-in-use calculations for the years ended 30 June 2015 and 30 June 2014 The following key assumptions were applied to the cash flow projections when determining the value-in-use: • Budgeted revenue – the basis used to determine the amount assigned to the budgeted sales volume is the average value achieved in the year immediately before the budgeted year, adjusted for growth and other known circumstances. • Budgeted operating expenses – the basis used to determine the amount assigned to the budgeted costs is the average value achieved in the year immediately before the budgeted year, adjusted for growth and other known circumstances. • Terminal multiple – calculated based on a multiple of estimated Year 5 earnings before interest, tax, depreciation and amortisation. Sensitivity to changes in assumptions Management recognises that there are various reasons the estimates used in these assumptions may vary. For cash generating units, there are possible changes in key assumptions that could cause the carrying value of the unit to exceed its recoverable amount. The changes required to each of the key assumptions to cause the carrying value of a unit to exceed its recoverable amount are shown as follows: Possible change considered Change required to indicate an impairment Growth rates – Travel services – Australia and New Zealand Revenue Operating expenses Growth rates – Travel services – North America Revenue Operating expenses Growth rates – Travel services – Asia Revenue Operating expenses Growth rates – Travel services – Europe Revenue Operating expenses Reduction in yield, rates, client retention Higher labour and / or other support costs Reduction in yield, rates, client retention Higher labour and / or other support costs Reduction in yield, rates, client retention Higher labour and / or other support costs Reduction in yield, rates, client retention Higher labour and / or other support costs Decrease to (2.90%) Increase to 10.50% Decrease to 1.42% Increase to 5.09% Decrease to 1.53% Increase to 5.48% Decrease to 6.06% Increase to 3.80% K S I R : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 83 K S I R : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 82 K S I R : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 84 15. IMPAIRMENT TESTING OF GOODWILL continued Accounting policy Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value les costs of disposal and value in use. For the purposes of assessing 16. FINANCIAL RISK MANAGEMENT continued (b) Credit risk The Group trades only with creditworthy third parties and the Group’s policy is that all clients which wish to trade on credit terms are subject to credit verification procedures, and subsequent risk limits, which are set for each individual client in accordance with the Group’s policies. For some client receivables, the Group may also obtain security in the form of deposits. In addition, receivable balances are monitored on an ongoing basis, with the result that the Group’s exposure to bad debts is not considered to be significant. impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely With respect to credit risk arising from the other financial assets of the Group, comprising of cash and cash equivalents, the Group’s independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than exposure to credit risk arises from default of the counter party, with a maximum exposure equal to the carrying amount of these goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period. instruments. For the purposes of impairment testing, the cash generating unit has been defined as the lowest level of travel services operations The Group’s cash (refer note 9), is held at financial institutions with the following credit ratings: to which goodwill relates, where individual cash flows can be ascertained for the purposes of discounting future cash flows. Recoverable amount is the greater of fair value less costs to sell and value in use. It is determined for an individual asset, unless the asset’s value in use cannot be estimated to be close to its fair value less costs to sell and it does not generate cash inflows that are largely independent of those cash flows from other assets or groups of assets, in which case, the recoverable amount is determined for the cash-generating unit to which the asset belongs. In assessing value in use, the estimated cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Critical estimates, assumptions and judgements • Impairment of goodwill Australia and New Zealand North America Asia Europe Total The Group determines whether goodwill is impaired on an annual basis. This assessment requires an estimation of the recoverable amount of the cash-generating units to which the goodwill is allocated. Client and Trade receivables are held with predominantly un-rated entities. Moody’s Investor Service Rating Aa2 A3 Aa1 – Ba2 A1 – Baa1 2015 $’000 7,769 7,283 21,970 3,641 40,663 16. FINANCIAL RISK MANAGEMENT The Group’s principal financial instruments comprise deposits with banks, overdraft facilities and borrowings. The main purpose of these financial instruments is to raise finance for the Group’s operations. The Group has various other financial assets and liabilities, such as trade receivables and trade payables, which arise directly from its operations. It is, and has been throughout the period under review, the Group’s policy that no trading in financial instruments shall be undertaken. The main risk arising from the Group’s financial instruments are interest rate risk, liquidity risk, credit risk and foreign exchange risk. The Board reviews and agrees policies for managing each of these risks, which are summarised in the note. The Group is not exposed directly to commodity trading risks. (a) Interest rate risk As at 30 June 2015, the Group had no interest bearing borrowings, therefore the Group’s income and operating cash flows are substantially independent of changes in market interest rates. The Group has interest bearing assets (cash and cash equivalents) with a short turnover period. The interest earned from these assets is not considered material to the Group. The Group considers that there is an immaterial risk exposure as a result of interest rate returns on these assets. (c) Liquidity risk The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans and hire purchase contracts. The Group manages liquidity risk by monitoring cash flows and estimating future operational draws on cash reserves. The following table reflects all contractually fixed repayments and interest resulting from recognised financial liabilities as at 30 June 2015. The Group’s financial liabilities comprise of trade and other payables only, and no derivative financial instruments are held. The respective undiscounted cash flows for the respective upcoming fiscal years are included in the following table. Cash flows for financial liabilities without fixed amount or timing are based on the conditions existing at 30 June 2015. The remaining non-derivative contractual maturities of the Group’s financial liabilities are: 1 year or less 1 – 5 years Over 5 years Contractual cash flows Carrying amount 2015 $’000 2014 $’000 2015 $’000 2014 $’000 148,385 94,126 148,385 94,126 31,525 4,270 30,285 4,151 - - - - Total trade and other payables 179,910 98,396 178,670 98,277 K S I R : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 85 16. FINANCIAL RISK MANAGEMENT continued (d) Foreign exchange risk The Group operates internationally and is subject to foreign exchange risk arising from exposure to foreign currencies. Forward exchange contracts are used to reduce foreign currency risk. The Group adopts various procedures and policies to manage foreign currency risk where practicable. These procedures include the use of natural hedges arising from trading operations and subsidiaries’ results, forecasting of future cash flows by currency, and can include the use of forward exchange contracts where abnormal transactions outside of operating activities could give rise to a material exposure – e.g. initial and contingent consideration payments made in relation to acquisitions (note 11). Additionally, the Group has a multi-currency debt facility which allows for borrowings in the relevant entity’s functional currency. At 30 June 2015, there are no forward exchange contracts in place. The table includes the financial assets and liabilities denominated in currencies other than the functional currency of the respective entities. This represents the Group’s exposure to foreign exchange risk at the end of the reporting period, expressed in Australian Cash and cash equivalents $’000 Trade and Other receivables $’000 1,368 6,810 691 - 443 1,066 32 1,778 197 282 312 6,169 - - 220 - 501 1,937 7 21 361 9,857 Cash and cash equivalents $’000 Trade and Other receivables $’000 75 40 - 2,116 507 362 393 1,217 4,710 2,434 - - 3,686 1,324 1,032 1,095 - Related party loans $’000 - - 1,336 - - - - - - - Trade and Other payables $’000 (6,951) (45) - (1,323) (2,496) (3,531) (2,966) (136) (65) (1,691) 1,336 (19,204) Total $’000 1,227 646 1,336 (660) (1,430) (2,998) 749 68 238 (1,018) (1,842) Total $’000 Related party loans $’000 402 - 1,308 - - - - - Trade and Other payables $’000 (12,950) (10,039) - - (2,973) (478) (1,837) (125) - 40 1,308 2,829 1,353 (443) 1,363 1,217 Based on the 2015 balances, a 10% stronger / (weaker) Australian dollar against the currencies held, would result in movement of $167,303/ ($204,482). 9,571 1,710 (18,363) (2,372) K S I R : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 86 dollars. 2015 USD HKD NZD SGD THB JPY EUR SEK CHF Others Total 2014 USD HKD NZD SGD NTD CNY MOP Others Total UNRECOGNISED ITEMS This section provides information about items that are not recognised in the financial statements, but could potentially have a significant impact on the Group’s financial position and performance. 17. CONTINGENT LIABILITIES Guarantees / Letter of credit facilities The Group has provided bank guarantees and letters of credit in relation to various facilities with vendors and in accordance with local travel agency licensing and International Air Transport Association regulations. Guarantees provided by the parent are held on behalf of other Group entities. Guarantees provided for: Various vendors Total 2015 $’000 2014 $’000 26,176 19,278 26,176 19,278 Guarantees, as part of the overall facilities including term loans, overdraft, merchant facilities and bank guarantees, are full secured by a fixed and floating charge over all existing and future assets and undertakings of Corporate Travel Management Group Ltd for Australia and New Zealand. There are no assets pledged as security for facilities held in Asia (refer note 14). There were no other contingencies as at reporting date (2014: $nil). 18. COMMITMENTS (a) Operating lease commitments – Group as lessee The Group has entered into commercial leases for the rental of premises. These leases have an average life of between one and three years. There are no restrictions placed upon the lessee by entering into these leases. Future minimum rentals payable under non-cancellable operating leases as at 30 June are as follows: Within one year After one year but not more than five years More than five years Total 2015 $’000 8,268 13,690 - 2014 $’000 5,818 7,095 28 21,958 12,941 S M E T I D E S I N G O C E R N U : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 87 18. COMMITMENTS continued (b) Capital commitments OTHER ITEMS This section provides information on items which require disclosure to comply with Australian Accounting Standards and other regulatory pronouncements, however are not considered critical in understanding the financial performance of the Group. Significant capital expenditure contracted for at the end of the reporting period but not recognised as liabilities is as follows: 20. OTHER CURRENT ASSETS Intangible assets Accounting policy 2015 $’000 143 2014 $’000 - Prepayments The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a rights to use the asset. Operating lease payments, which do not transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are recognised as an expense in the Consolidated Statement of Comprehensive Income on a straight-line basis over the lease term. Incentives for entering into operating leases are recognised on a straight-line basis over the term of the lease. Lease income from operating leases, where the Group is a lessor, is recognised in income on a straight-line basis over the lease term. 19. EVENTS OCCURRING AFTER THE REPORTING PERIOD There have been no other matters or circumstances not otherwise dealt with in this report, that will significantly affect the operation of the Group, the results of those operations or the state of affairs of the Group or subsequent financial years. 2015 $’000 3,242 3,242 2014 $’000 1,961 1,961 S M E T I R E H T O : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 89 S M E T I D E S I N G O C E R N U : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 88 21. PLANT AND EQUIPMENT continued Impairment of non-financial assets, other than goodwill and intangible assets At each reporting date, the Group assesses whether there is an indication that an asset may be impaired. Where an indicator of impairment exists, the Group makes a formal estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. The carrying values of plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. The recoverable amount of plant and equipment is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Derecognition An item of plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset, calculated as the difference between the net disposal proceeds and the carrying amount of the asset, is included in profit or loss in the year the asset is derecognised. (122) (1,920) 22. FAIR VALUE MEASUREMENT The Group measures and recognises the following assets and liabilities at fair value on a recurring basis: • Contingent consideration. Fair value hierarchy AASB 13 requires disclosure of fair value measurements by level according to the following hierarchy: a. Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1); b. Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly (level 2); and c. Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3). The following information represents the Group’s assets and liabilities measured and recognised at fair value at 30 June 2015: Liabilities: Level 3 – Contingent Consideration $38,436,486 (30 June 2014: $58,000). (34) 173 689 (481) 208 129 31 133 - (79) (6) 208 246 3,697 10,876 (7,505) 3,371 3,166 797 959 - (1,492) (59) 3,371 21. PLANT AND EQUIPMENT Furniture, fixtures and equipment $’000 Computer equipment $’000 Leasehold improve- ments $’000 Other Total $’000 $’000 414 (241) 173 208 67 54 - 12,136 (8,439) 3,697 3,371 1,298 704 (2) Year ended 30 June 2015 Cost 4,818 3,154 3,750 Accumulated depreciation (3,747) (2,350) (2,101) Opening net book amount Additions Additions through the acquisition of entities / businesses [note 7] Disposals Depreciation charge Exchange differences Closing net book amount Year ended 30 June 2014 1,071 593 525 296 (2) (390) 49 1,071 804 627 501 177 - (642) 141 804 1,649 1,943 205 177 - (766) 90 1,649 Cost 3,572 2,635 3,980 Accumulated depreciation (2,979) (2,008) (2,037) Opening net book amount Additions Additions through the acquisition of entities / businesses Disposals Depreciation charge Exchange differences Closing net book amount 593 626 64 215 - 627 543 370 226 - (299) (493) (13) 593 (19) 627 1,943 1,868 332 385 - (621) (21) 1,943 No additions during the year (2014: $nil) were financed under lease agreements. Additions of $56,000 (2014: $31,306) relate to a lease make-good asset recognised under AASB 137 Provisions, contingent liabilities and contingent assets. Accounting policy Plant and equipment is stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the item. All other repairs and maintenance costs are charged to the profit and loss in the Consolidated Statement of Comprehensive Income during the reporting period in which they are incurred. S M E T I R E H T O : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 90 S M E T I R E H T O : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 91 S M E T I R E H T O : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 92 22. FAIR VALUE MEASUREMENT continued Fair value measurements using significant unobservable inputs (level 3) The following table presents the changes in level 3 instruments for the year ended 30 June 2015: Opening balance 1 July 2014 Additions Paid out (cash and shares) Transfer to other payables Foreign exchange movement Discount unwind Closing balance 30 June 2015 Contingent Consideration $’000 57 38,144 (16) (3,581) 3,534 299 38,437 There were no changes made to any of the valuation techniques applied as of 30 June 2015. Valuation inputs and relationships to fair value quantitative information about the significant unobservable inputs used in level 3 fair value measurements is summarised as follows: Description: Fair Value at 30 June 2015: Valuation technique used: Unobservable inputs: Discount rate: Contingent consideration $38,437,000 Discounted cash flows Forecast EBITDA 3.51% The main level 3 inputs used by the Group in measuring the fair value of financial instruments are derived and evaluated as follows: 23. SHARE-BASED PAYMENTS Share appreciation rights The establishment of the CTM Share Appreciation Rights (SARs) Plan was approved by the Board on 19 October 2012. The SARs Plan is designed to provide long-term incentives for senior executives to deliver long-term shareholder returns. Under the plan, participants are granted SARs which only vest if certain performance standards are met, and the employee remains in service. Participation in the plan is at the Board’s absolute discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. Once vested, a participant will be deemed to have automatically exercised all vested SARs and CTM will settle its obligation in line with the SARs Plan. There is no consideration payable by the participant upon exercising of vested SARs. When exercised, the conversion of a SAR to an equity or cash based settlement, is determined using a formula referencing the relevant share prices of CTM, the number of SARs exercised, and is at the Board’s sole absolute discretion. Grants made during 2015 will vest on a scaled basis as follows: • 75% vest at 80% target achievement; and • 100% at 100% target achievement. For equity based settlements, the calculation is as follows: • Equity Settlement Amount = ((SMV – BP) / SMV) x PQSR For cash based settlements, the calculation is as follows: • Cash Settlement Amount = (SMV – BP) x PQSAR Where: • Equity Settlement Amount – is the number of shares to be issued or transferred to the relevant participant in equity settlement of the performance qualified SAR at exercise; • Cash Settlement Amount – is the amount paid to a participant in cash settlement of a performance qualified SAR at exercise; • SMV – the Subsequent Market Value is the market value of a CTM Ltd share as at the performance qualification date in connection with that SAR; • BP – the Base Price of the SAR as determined by the Board; and • Discount rates: these are determined using a model to calculate a rate that reflects current market assessments of the time value • PQSAR – is the total number of performance qualified SARs with the same Base Price held by the relevant participant. of money and the risk specific to the asset. An increase/ (decrease) in the discount rate by 100 bps would (decrease)/ increase the fair value by ($437,972)/ $452,017 • Forecast EBITDA, the entity’s knowledge of the business and how the current economic environment is likely to impact it. If forecast EBITDA were 5% higher or lower, the fair value would increase/decrease by $146,034/ ($3,334,085) Fair values of other financial instruments The Group also has a number of financial instruments which are not measured at fair value in the Statement of Financial Position. For these instruments, their carrying value was considered to be a reasonable approximation of their fair value. Due to their short-term nature, the carrying amounts of the current receivables, current payables and current borrowings are assumed to approximate their fair value. Valuation processes The finance department of the Group performs the valuations of assets required for financial reporting purposes, including level 3 fair values. This team reports directly to the Chief Financial Officer (CFO) and the Audit Committee (AC). Discussions of valuation processes and results are held between the CFO, AC, and the finance team at least once every six months, in line with the Group’s reporting dates. SARs granted under the plan carry no dividend or voting rights. The following table are summarises the SARs granted under the plan: 2015 2014 Average exercise price per share right Number of SARS Average exercise price per share right Number of SARS As at 1 July Granted during the year Exercised during the year Forfeited during the year As at 30 June Vested and exercisable at 30 June No SARs expired during the periods covered by this table. - - - - - - 495,000 1,215,000 - (235,000) 1,475,000 - - - - - - - 150,000 345,000 495,000 - S M E T I R E H T O : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 93 S M E T I R E H T O : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 94 23. SHARE-BASED PAYMENTS continued SARs outstanding at the end of the year have the following expiry date and share base prices: Grant date Expiry date Base price SARS 30 June 2015 SARS 30 June 2014 5 November 2012 5 November 2015 1 July 2013 1 July 2014 1 July 2016 1 July 2017 $4.00 $5.00 $7.00 125,000 310,000 1,040,000 1,475,000 150,000 345,000 495,000 Fair value of SARs granted The assessed fair value at grant date of the SARs granted during the year ended 30 June 2015 was $1.06 per SAR (2014 - $0.40). The fair value at grant date has been determined using a Black-Scholes pricing model that takes into account the share price at the time of the grant, the exercise price, the term of the SAR, the expected dividend yield, the expected price volatility of the underlying share and the risk free interest rate for the term of the SAR. The fair value model inputs for SARs granted during the year ended 30 June 2015 included: • SARs are granted for no consideration and vest based on Corporate Travel Management Limited’s Earnings per Share growth over a 3 year vesting period. • Base price: $7.00 (2014 - $5.00). • Grant Date: 1 July 2014 (2014 – 1 July 2013). • Expiry Date: 1 July 2017 (2014 – 1 July 2016). • Share Price at Grant Date: $6.39 (2014 - $4.05). • Expected price volatility of the Group’s shares: 32.26% (2014 – 25%). • Expected dividend yield: 3.0% (2014 – 2.7%). • Risk-free interest rate: 2.64% (2014 – 4.0%). The expected price volatility is based on the historic volatility, based on the remaining life of the SARS, adjusted for any expected changes to future volatility due to publicly available information. Expenses arising from SARS Total expenses arising from share-based payment transactions recognised during the period as part of employee benefit expense relating to share appreciation rights is $417,000 (2014: $96,000). Accounting policy Share-based compensation benefits are provided to employees by way of a SARs. The fair value of SARs granted is recognised as an employee benefits expense, with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the rights granted, which includes any market performance conditions and the impact of any non- vesting conditions but excludes the impact of any service and non-market performance vesting conditions. Non-market vesting conditions are included in assumptions about the number of SARs that are expected to vest. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the CTM revises its estimates of the number of SARs that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity. 24. INTERESTS IN OTHER ENTITIES (a) Material subsidiaries The Group’s principal subsidiaries at 30 June 2015 are set out in the following table. Unless otherwise stated, each entity has share capital consisting solely of ordinary shares that are held by the Group, and the proportion of ownership interests held equals the voting rights held by the Group. The country of incorporation or registration is also their principal place of business. 24. INTERESTS IN OTHER ENTITIES continued Name of entity Corporate Travel Management Group Pty Ltd* Sainten Pty Ltd* Floron Nominees Pty Ltd* WA Travel Management Pty Ltd* Travelogic Pty Ltd* Corporate Travel Management (New Zealand) Limited* Travelcorp Holdings Pty Ltd* Travelcorp (Aust) Pty Ltd* ETM Travel Pty Ltd* Corporate Travel Management North America Limited* R&A Travel Inc.* Travelcorp LLC* USTravel Alaska, LLC* Forestieri Interests Corp (Company)* (trading as Avia International Travel) Avia International Travel Ltd* TMC Group Inc* (trading a Diplomat Travel Services) Corporate Travel Management (UK) Limited Wealthy Aim Investments Limited Westminster Travel Limited Jecking Tours & Travel Limited Westminster Travel (China) Limited Westminster Travel (Guangzhou) Limited Westminster Travel Consultancy (Guangzhou) Limited Beijing Westminster Air Service Company Limited Westminster Travel Limited Wincastle Travel (HK) Limited Westminster Travel Limited Place of business/ country of incorporation Ownership interest held by The Group Ownership interest held by non-controlling interest 2015 2014 2015 2014 Principal activities Australia Australia Australia Australia Australia Australia Australia Australia Australia United States of America United States of America United States of America United States of America United States of America United Kingdom United States of America % 100 100 100 100 100 100 100 100 100 100 % 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 - - - - United Kingdom 100 100 % % - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - British Virgin Islands Hong Kong Hong Kong Hong Kong People’s Republic of China People’s Republic of China People’s Republic of China Macau Hong Kong Taiwan 75.1 75.1 24.9 24.9 100 100 100 100 100 100 100 100 100 100 100 100 100 75 100 100 75 100 - - - - - - - - - - - - - - 25 - 25 - Travel services Travel services Travel services Travel services Travel services Travel services Travel services Travel services Travel services Investment holding Travel services Travel services Travel services Travel services Travel services Travel services Investment holding Investment holding Travel services Travel services Investment holding Investment holding Travel services Travel services / sale of air tickets Travel services Travel services Travel services S M E T I R E H T O : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 95 S M E T I R E H T O : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 96 24. INTERESTS IN OTHER ENTITIES continued 24. INTERESTS IN OTHER ENTITIES continued Name of entity Place of business/ country of incorporation Ownership interest held by The Group Ownership interest held by non-controlling interest 2015 2014 2015 2014 Principal activities Far Extent Investments Limited Hong Kong 100 100 Westminster Travel (S) Pte. Ltd S Travel Holdings Limited S Travel Limited Profit Shine Holdings Limited TLX Travel Limited Singapore British Virgin Islands Hong Kong British Virgin Islands Hong Kong 100 70 70 100 100 100 70 70 100 100 TLX Overseas Education Centre Limited Hong Kong 100 100 - - 30 30 - - - - - 30 30 - - - Leasing of prop- erties Travel services Investment holding Travel services Investment holding Travel services Overseas educational con- sultancy service MIATravel International Limited Chambers Travel Group Limited Hong Kong England and Wales Chambers Travel Management Limited United Kingdom Chambers Travel Management Sweden AB Sweden Chambers Travel Netherlands B.V. Netherlands Chambers Reise Management GmbH Switzerland Chambers Travel management GmbH Chambers Travel Europe SAS Germany France 60 100 100 100 100 100 100 60 60 40 40 Travel service - - - - - - - - - - - - - 40 - - - - - - - Investment holding Travel service Travel service Travel service Travel service Travel service Travel service * These subsidiaries have been granted relief from the necessity to prepare financial reports in accordance with Class Order 98/14 issued by the Australian Securities and Investments Commission. For further information refer to note 27. (b) Non-controlling interests (NCI) The following table summarises the financial information for Wealthy Aim Investments Limited (“Westminster Travel”), which has a non-controlling interest which is material to the Group. The Westminster Travel Group and Chambers Travel Group Limited both includes non-controlling interests which are not material to the Group. The amounts disclosed are before inter-company eliminations. Summarised Statement of Financial Position Current assets Current liabilities Current net assets Non-current assets Non-current liabilities Non-current net assets Net assets Accumulated NCI 2015 $’000 2014 $’000 129,940 92,746 (90,454) (72,112) 39,486 18,442 (1,108) 17,334 56,820 12,420 24,634 15,747 (1,368) 14,361 38,995 8,556 Summarised statement of Comprehensive Income Revenue Profit for the period Other comprehensive income Total comprehensive income Profit / (loss) allocated to NCI Dividends paid to NCI Summarised statement of Cash Flows Cash flows from operating activities Cash flows from investing activities Cash flows from financing activities Net increase / (decrease) in cash and cash equivalents 2015 $’000 57,261 11,808 9,747 21,555 2,727 913 2,863 (390) (3,135) (662) For the five nmonths to 30 June 2014 $’000 20,245 3,540 (107) 3,433 734 - (3,049) 630 (1,412) (3,831) 25. RELATED PARTY TRANSACTIONS (a) Parent entities The ultimate parent entity within the Group is Corporate Travel Management Limited. (b) Subsidiaries Interest in subsidiaries are set out in note 24. (c) Key management personnel compensation Short-term Post-employment Long-term benefits Share-based payments Detailed remuneration disclosures are provided in the Remuneration Report on pages 33 to 41. (d) Transactions with other related parties The following transactions occurred with related parties: Expenses Payment for rent and outgoings in relation to an office lease paid to a party related to Mr Jamie Pherous Payment for rent in relation to an accommodation lease paid to a related party Mr Chris Thelen Payment for consultancy services paid to Admiral Robert J. Natter Dividend revenue Other related parties Subscription for new ordinary shares by key management personnel as a result of: Consideration for consultancy services Reward and retention Other Working capital advance 2015 $’000 2014 $’000 3,576,026 1,652,669 185,666 121,818 22,887 (10,242) 136,929 30,997 3,921,508 1,795,242 2015 $’000 2014 $’000 383 359 27 7 - - - 194 - - 1,098 116 115 277 S M E T I R E H T O : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 97 S M E T I R E H T O : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 98 25. RELATED PARTY TRANSACTIONS continued (e) Outstanding balances arising from other related parties The following balances are outstanding at the end of the reporting period in relation to transactions with related parties: 26. PARENT ENTITY FINANCIAL INFORMATION (a) Summary financial information The individual financial statements of the parent entity show the following aggregate amounts: Other receivables Key management personnel Other related parties Other payables Parties related to key management personnel Other related parties (f) Loans to / from related parties Loans to key management personnel Beginning of the year Loans advanced Loan repayments received Interest charged Interest received End of year Loans to other related parties Beginning of the year Loans advanced Loan repayments received Interest charged Interest received End of year 2015 $’000 2014 $’000 48 - - 471 2015 $’000 - - - - - - 2015 $’000 - - - - - - - 825 25 277 2014 $’000 - 3,868 (3,868) 58 (58) - 2014 $’000 - 17,272 (17,272) 46 (46) - Statement of financial position Current assets Total assets Current liabilities Total liabilities Net assets Shareholders’ equity Issued capital Reserves Retained earnings Shareholders’ equity Profit for the year Total comprehensive income (b) Guarantees entered into by the parent entity 2015 $’000 1,348 2014 $’000 6,601 205,606 131,017 1,572 2,835 1,840 1,840 202,771 129,177 182,080 120,227 8,887 11,804 1,158 7,792 202,771 129,177 16,621 7,339 16,621 7,339 The parent entity is party to the overall financing arrangements and related security as detailed in note 14 and note 17. (c) Contingent liabilities of the parent entity The parent entity did not have any contingent liabilities as at 30 June 2015 or 30 June 2014. (d) Contractual commitments The parent did not have any contractual commitments at 30 June 2015 or 30 June 2014. Accounting policy There is no allowance account for impaired receivables in relation to any outstanding balances, and no expense has been The financial information for the parent entity, Corporate Travel Management Limited, has been prepared on the same basis as the recognised in respect of impaired receivables due from related parties. (g) Terms and conditions consolidated financial statements, except as follows: (i) Investments in subsidiaries Directors for the Group hold other directorships as detailed in the Directors’ Report. Where any of these related entities are clients of Investments in subsidiaries are accounted for at cost in the financial statements of Corporate Travel Management Limited. the Group, the arrangements are on similar terms to other clients. All transactions were made on normal commercial terms and conditions and at market rates. Outstanding balances are unsecured and are repayable in cash. (ii) Tax consolidation legislation Corporate Travel Management Limited and its wholly-owned Australian controlled entities have implemented tax consolidation legislation. The head entity, Corporate Travel Management Limited and the controlled entities in the tax consolidated group account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated group continues to be a stand-alone taxpayer in its own right. In addition to its own current and deferred tax amounts, Corporate Travel Management Limited also recognises the current tax liabilities or assets and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group. S M E T I R E H T O : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 99 S M E T I R E H T O : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 100 26. PARENT ENTITY FINANCIAL INFORMATION continued 27. DEED OF CROSS GUARANTEE The entities have also entered into a tax funding agreement under which the wholly-owned entities fully compensate Corporate Corporate Travel Management Limited, Corporate Travel Management Group Pty Ltd, Floron Nominees Pty Ltd, Sainten Pty Travel Management Limited for any current tax payable assumed and are compensated by Corporate Travel Management Limited Limited, Travelogic Pty Limited, WA Travel Management Pty Ltd, Travelcorp Holdings Pty Ltd, Travelcorp (Aust) Pty Ltd, ETM Travel for any current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits that are transferred to Pty Ltd and Corporate Travel Management (New Zealand), Corporate Travel Management North America Limited, R&A Travel Inc., Corporate Travel Management Limited under the tax consolidation legislation. The funding amounts are determined by reference to Travelcorp LLC, USTravel Alaska LLC, Forestieri Interests Corp and TMC Group, Inc. are parties to a Deed of Cross Guarantee, the amounts recognised in the wholly-owned entities’ financial statements. under which each company guarantees the debts of the other companies. The amounts receivable/payable under the tax funding agreement are due upon receipt of the funding advice from the head entity, By entering into the Deed, the wholly owned Australian entities have been relieved from the requirement to prepare a Financial which is issued as soon as practicable after the end of each financial year. The head entity may also require payment of interim report and Directors’ Report under Class Order 98/1418 (as amended by Class Orders 98/2017, 00/0321, 01/1087, 02/0248 and funding amounts, to assist with its obligations to pay tax instalments. 02/1017) issued by the Australian Securities and Investments Commission. Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as current amounts These companies represent a ‘closed group’ for the purposes of the Class Order and, as there are no other parties to the deed of receivable from or payable to other entities in the Group. Any difference between the amounts assumed and amounts receivable cross guarantee that are controlled by Corporate Travel Management Limited, they also represent the ‘extended closed group’. or payable under the tax funding agreement are recognised as a contribution to or distribution from wholly-owned tax consolidated entities. (iii) Financial guarantees The following table presents a consolidated income statement, a Consolidated Statement of Comprehensive Income and a summary of movements in consolidated retained earnings for the year ended 30 June 2015 of the closed Group. Where the parent entity has provided financial guarantees in relation to loans and payables of subsidiaries for no compensation, the fair values of these guarantees are accounted for. (a) Consolidated Statement of Comprehensive Income Revenue Other income Total revenue and other income Operating expenses Employee benefits Occupancy Depreciation and amortisation Information technology and telecommunications Travel and entertainment Administrative and general Total operating expenses Finance costs Profit before income tax Income tax expense Profit for the year Other comprehensive income Items that may be reclassified to profit or loss: Exchange differences on translation of foreign operations Other comprehensive income for the period, net of tax Total comprehensive income for the year 2015 $’000 2014 $’000 129,083 89,770 - 163 129,083 89,933 (72,244) (52,204) (5,116) (4,809) (8,610) (2,235) (7,229) (3,390) (2,896) (5,659) (1,844) (4,664) (100,243) (70,657) (928) 27,912 (7,585) 20,327 12,266 12,266 32,593 (637) 18,639 (5,720) 12,919 (3,551) (3,551) 9,368 S M E T I R E H T O : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 101 S M E T I R E H T O : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 102 27. DEED OF CROSS GUARANTEE continued (b) Consolidated Statement of Financial Position ASSETS Current assets Cash and cash equivalents Trade and other receivables Financial assets at fair value Other current assets Related party receivable Total current assets Non-current assets Plant and equipment Intangible assets Investment in related parties Related party receivable Total non-current assets TOTAL ASSETS LIABILITIES Current liabilities Trade and other payables Income tax payable Provisions Total current liabilities Non-current liabilities Trade and other payables Provisions Deferred tax liabilities Total non-current liabilities TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity Reserves Retained earnings TOTAL EQUITY 2015 $’000 2014 $’000 15,054 32,636 18 1,046 1,279 13,496 24,365 18 641 - 50,033 38,520 2,584 119,089 94,649 806 2,657 74,593 48,905 - 217,128 123,040 267,161 161,560 54,692 29,915 1,284 2,253 1,205 1,803 58,229 32,923 425 1,112 3,808 5,345 4,149 954 1,813 6,916 63,574 39,839 203,587 124,836 161,705 102,938 10,632 31,250 (1,634) 23,532 203,587 124,836 28. AUDITORS’ REMUNERATION The auditor of the Group is PricewaterhouseCoopers. Amounts received or due and receivable by: PricewaterhouseCoopers Australia: 2015 $’000 2014 $’000 Audits and reviews of the financial reports of the entity and any other entity in the consolidated group 465,300 361,000 Other services in relation to the entity and any other entity in the consolidated group: Tax compliance Tax services – acquisitions Other advisory services Total remuneration of PricewaterhouseCoopers Australia Other PricewaterhouseCoopers network firms: Other services in relation to the entity and any other entity in the consolidated group: Audit and review of financial report Tax compliance Tax services – acquisitions Total remuneration of PricewaterhouseCoopers network firms 151,362 165,984 42,218 18,832 88,904 39,619 677,712 655,507 394,716 269,059 104,326 37,283 52,594 98,566 536,325 420,219 29. SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (a) Basis of preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001. Corporate Travel Management Limited is a for-profit entity for the purpose of preparing the financial statements. (i) Compliance with IFRS The consolidated financial statements of the Group also comply with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The financial report is presented in Australian dollars and all values are rounded to the nearest thousand dollars ($’000), unless otherwise stated. These financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and liabilities, fair value through profit or loss. (b) New and amended standards The group has applied the following standards and amendments for first time for their annual reporting period commencing 1 July 2014: • AASB 132 Financial Instruments: Presentation and AASB 2012-3 Offsetting Financial Assets and Financial Liabilities. • AASB 136 Impairment of Assets and AASB 2013-3 Limited amendment of impairment disclosures. • AASB 139 Financial Instruments: Recognition and measurement and AASB 2013-4 Novation of derivatives and hedge accounting. The adoption of these standards only affected the disclosures in the notes to the financial statements. Certain new accounting standards and interpretations have been published that are not mandatory for the reporting period ending 30 June 2015 and have not been adopted early by the Group. The Group’s assessment of the impact of these new standards and interpretations is set out in the following table. S M E T I R E H T O : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 103 S M E T I R E H T O : S T N E M E T A T S I L A C N A N F I I D E T A D L O S N O C E H T O T S E T O N 104 29. SUMMARY OF SIGNIFICANT ACCOUNT POLICIES continued (b) New and amended standards continued Title of standard Nature of change Impact AASB 9 Financial instruments AASB 15 Revenue from contracts with customers The new hedging rules align hedge accounting closely with the Group’s risk management practices. As a general rule, it will be easier to apply hedge accounting in the future. The new standard also introduces expanded disclosure requirements and changes in presentation. The Group is still considering its full impact. The Group has not yet considered the impact of the new rules on its revenue recognition policies. It will undertake a detailed assessment in the near future. AASB 9 addresses the classification, measurement and de-recognition of financial assets and financial liabilities and introduces new rules for hedge accounting. In December 2014, the AASB made further changes to the classification and measurement rules and also introduced a new impairment model. These latest amendments now complete the new financial instruments standard. The AASB has issued a new standard for the recognition of revenue. This will replace AASB 118, which covers standard contracts for goods and services and AASB 111 which covers construction contracts. The new standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer – so the notion of control replaces the existing notion of risks and rewards. The standard permits a modified retrospective approach for the adoption. Under this approach, entities will recognise transitional adjustments in retained earnings on the date of initial application, without restating the comparative period. They will only need to apply the new rules to contracts that are not completed as of the date of initial application. Mandatory application date / date of adoption by the Group Mandatory for financial years commencing on or after 1 January 2018. Expected date of adoption by the Group: 1 July 2017. Mandatory for financial years commencing on or after 1 January 2017. Expected date of adoption by the Group: 1 July 2017. Accounting policies of subsidiaries have been changed, where necessary, to ensure consistency with policies adopted by the Group. (c) Rounding of amounts The Company is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments Commission, relating to the “rounding off” of amounts in the financial statements. Amounts in the financial statements have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, the nearest dollar. Directors’ Declaration In the Directors’ opinion: a. The financial statements and notes set out on pages 46 to 104 are in accordance with the Corporations Act 2001, including: i Complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and ii Giving a true and fair view of the consolidated entity’s financial position as at 30 June 2015 and of its performance for the financial year ended on that date; and b. There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and c. At the date of this declaration, there are reasonable grounds to believe that the members of the extended closed group identified in note 27 will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee described in note 27. Note 29 confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. The Directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the Directors. Mr Tony Bellas Chairman Jamie Pherous Managing Director Brisbane, 26 August, 2015 105 Independent auditor’s report to the members of Corporate Travel Management Limited Report on the financial report We have audited the accompanying financial report of Corporate Travel Management Limited (the company), which comprises the consolidated statement of financial position as at 30 June 2015, the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors’ declaration for Corporate Travel Management Limited (the consolidated entity). The consolidated entity comprises the company and the entities it controlled at year’s end or from time to time during the financial year. Directors’ responsibility for the financial report The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 29, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards. Auditor’s responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the consolidated entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. PricewaterhouseCoopers, ABN 52 780 433 757 Riverside Centre, 123 Eagle Street, BRISBANE QLD 4000, GPO Box 150, BRISBANE QLD 4001 T: +61 7 3257 5000, F: +61 7 3257 5999, www.pwc.com.au 85 | P a g e Liability limited by a scheme approved under Professional Standards Legislation. Auditor’s opinion In our opinion: (a) the financial report of Corporate Travel Management Limited is in accordance with the Corporations Act 2001, including: (i) (ii) giving a true and fair view of the consolidated entity's financial position as at 30 June 2015 and of its performance for the year ended on that date; and complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001. (b) the financial report and notes also comply with International Financial Reporting Standards as disclosed in Note 29. Report on the Remuneration Report We have audited the remuneration report included in pages 33 to 41 of the directors’ report for the year ended 30 June 2015. The directors of the company are responsible for the preparation and presentation of the remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards. Auditor’s opinion In our opinion, the remuneration report of Corporate Travel Management Limited for the year ended 30 June 2015 complies with section 300A of the Corporations Act 2001. PricewaterhouseCoopers Michael Shewan Partner Brisbane 26 August 2015 86 | P a g e 106 107 c) Substantial holders Substantial holders (including associate holdings) in the Company are set as follows: Pherous Holdings Pty Ltd HSBC Custody Nominees (Australia) Ltd J P Morgan Nominees Australia Limited Claire Lesley Gray Ordinary shares voting rights Number held 21,500,000 8,294,497 7,823,680 4,977,239 Percentage of shares issued 22.17% 8.55% 8.07% 5.13% On a show of hands, every member present at a meeting in person or by proxy shall have one vote. Upon a poll, each share shall have one vote. There are currently no options held. Shareholder information The shareholder information set out below was applicable at 29 July 2015. a) Distribution of equity securities Analysis of numbers of equity security holders by size of holding: 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over b) Equity security holders Twenty largest quoted equity security holders The names of the twenty largest holders of quoted equity securities are listed as follows: Pherous Holdings Pty Ltd HSBC Custody Nominees (Australia) Ltd J P Morgan Nominees Australia Limited Claire Lesley Gray National Nominees Limited Matthew Michael Cantelo BNP Paribas Noms Pty Ltd Steven Craig Smith Citicorp Nominees Pty Ltd Mr Matthew Dalling Matimo Pty Ltd Ms Helen Logas RBC Investor Services, Australia Nominees Pty Limited Christopher Alexander Thelen Doobie Investments Pty Limited Lyndall Mccabe RBC Investor Services Australia Nominees P/L Mr Michael Pherous & Mrs Diane Pherous Murdoch Investments Pty Ltd Citicorp Nominees Pty Limited Number of shareholders 3,967 3,802 709 490 50 9,018 2015 $’000 Percentage of issued shares 21,500,000 22.17% 8,294,497 7,823,680 4,977,239 4,581,203 2,295,072 2,203,563 2,107,572 1,933,526 1,404,796 1,221,197 1,113,729 986,457 905,547 882,893 604,539 601,621 538,488 499,254 424,120 8.55% 8.07% 5.13% 4.72% 2.37% 2.27% 2.17% 1.99% 1.45% 1.26% 1.15% 1.02% 0.93% 0.91% 0.62% 0.62% 0.56% 0.51% 0.44% 108 109 64,898,993 66.91% Corporate Directory DIRECTORS Tony Bellas Stephen Lonie Greg Moynihan Jamie Pherous Claire Gray Admiral Robert J. Natter, U.S. Navy (Ret.) SECRETARY L. McCabe S. Fleming NOTICE OF ANNUAL GENERAL MEETING The annual general meeting of Corporate Travel Management will be held in Sydney on Tuesday 27 October 2015 at 11 am. PRINCIPAL REGISTERED OFFICE IN AUSTRALIA 27a / 52 Charlotte Street Brisbane QLD 4000 SHARE REGISTER AUDITOR LINK Market Services Ph: 1300 554 474 PricewaterhouseCoopers Australia 123 Eagle Street Brisbane QLD 4000 STOCK EXCHANGE LISTING Corporate Travel Management shares are listed on the Australian Securities Exchange (ASX). WEBSITE ADDRESS www.travelctm.com ABN 17 131 207 611 110 111 REGISTERED OFFICE: 27a / 52 Charlotte Street Brisbane QLD 4000 www.travelctm.com