I
A.P. Eagers ANNUAL REPORT 2014 5 YEAR FINANCIAL SUMMARY
Year ended 31 December
OPERATING RESULTS
REVENUE
EBITDA
Depreciation and amortisation
Impairment charge
EBIT
Finance Costs
PROFIT BEFORE TAX
Income tax expense
Non-controlling interest in subsidiary
ATTRIBUTABLE PROFIT AFTER TAX
OPERATING STATISTICS
Basic earnings per share – cents
Dividends per share – cents
Dividend franking – %
As at 31 December
FUNDS EMPLOYED
Contributed equity
Reserves
Retained earnings
Non-controlling interest in subsidiary
Total equity
Non-current liabilities
Current liabilities
Total liabilities
TOTAL FUNDS EMPLOYED
REPRESENTED BY
Property plant and equipment
Intangibles
Available-for-sale investments
Other non-current assets
Property assets held for resale
Other current assets
TOTAL ASSETS
OTHER STATISTICS
Net tangible asset backing per share- $
Shares on issue – '000
Number of shareholders
Total Debt (see note below)
Net debt (total debt less bailment finance
less cash) – $'000
Gearing ratio (debt/debt plus equity) – %
Gearing ratio (net debt/net debt plus
total equity) – %
2014
$'000
2013
$'000
2012
$'000
2011
$'000
2010
$'000
2,858,113
138,081
(12,583)
(578)
124,920
(22,080)
102,840
(26,150)
(460)
76,230
2,672,813
122,252
(12,354)
-
109,898
(23,188)
86,710
(22,748)
(353)
63,609
2,642,535
114,819
(11,595)
323
103,547
(24,812)
78,735
(23,184)
(181)
55,370
2,398,695
98,272
(11,161)
(3,228)
83,883
(25,730)
58,153
(17,864)
(95)
40,194
1,810,760
75,680
(9,254)
3
66,429
(21,131)
45,298
(13,661)
(72)
31,565
43.0
27.0
100
2014
$'000
242,070
99,020
242,480
7,486
591,056
241,875
525,067
766,942
1,357,998
292,485
165,733
234,391
30,233
27,781
607,375
1,357,998
36.4
23.0
100
2013
$'000
231,205
108,612
198,369
939
539,125
246,082
431,658
677,740
1,216,865
344,956
125,259
195,195
5,764
21,612
524,079
1,216,865
34.0
20.0
100
2012
$'000
206,277
90,636
171,113
510
468,536
238,192
471,350
709,542
1,178,078
350,862
117,521
162,590
3,926
23,963
519,216
1,178,078
2.38
178,519
4,517
579,799
2.34
176,548
4,636
514,889
2.06
170,687
4,300
513,332
25.5
16.0
100
2011
$'000
162,047
74,329
143,795
444
380,615
186,949
364,196
551,145
931,760
336,544
118,011
2,345
4,245
20,622
449,993
931,760
1.67
156,805
3,941
416,497
21.1
12.8
100
2010
$'000
163,340
71,142
125,334
401
360,217
191,835
347,676
539,511
899,728
335,611
115,900
-
7,803
20,250
420,164
899,728
1.55
157,290
4,073
409,920
198,467
49.5
199,001
48.8
200,674
52.3
150,847
52.2
169,412
53.2
25.1
27.0
30.0
28.3
32.0
Note: Leasebook liabilities are excluded from ‘Total debt’ and debt calculations as they are specifically matched against leasebook receivables
(refer note 22 of 2014 financial statements).
Bailment Finance
Bailment finance is a form of financing peculiar to the motor industry, which is provided by financiers on a vehicle by vehicle basis. It is short-term in nature, is
generally secured by the vehicle being financed and is principally represented on the borrower’s balance sheet as vehicle inventory with the liability reflected
under current liabilities. Because of its short-term nature, it is excluded from net debt and the corresponding gearing ratio.
CONTENTS
Company Profile
Board of Directors
Executive Management
Directors’ Report
Auditor’s Declaration of Independence
Corporate Governance Statement
Financial Statements
Notes to and forming part of
the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Shareholder Information
Corporate Directory
2
3
3
4
18
19
23
29
87
88
90
92
ANNUAL
GENERAL
MEETING
Our Annual General Meeting will be held at
our registered office, 80 McLachlan Street,
Fortitude Valley, Queensland, on Wednesday
20 May 2015 at 9.00 am.
FINANCIAL
CALENDAR
Financial year end
31 December 2014
Full year results announced
25 March 2015
Record date for final dividend
2 April 2015
Payment date for final dividend
17 April 2015
Annual General Meeting
20 May 2015
A.P. Eagers ANNUAL REPORT 2014
1
COMPANY PROFILE
About Us
Origins
A.P. Eagers Limited is a pure
automotive retail group with our main
operations in south-east Queensland,
Adelaide, Darwin, Melbourne,
Sydney and the Newcastle/Hunter
Valley region of New South Wales.
We represent a diversified portfolio
of automotive brands, including
all 12 of the top 12 selling car
brands in Australia and 8 of the
top 9 selling luxury car brands. In
total, we represent 27 car brands
and 11 truck and bus brands.
Our core business consists of the
ownership and operation of motor
vehicle dealerships. We provide full
facilities including the sale of new
and used vehicles, service, parts and
the facilitation of allied consumer
finance. To complement our vehicle
dealerships, we also operate a
substantial motor vehicle auction
business, Brisbane Motor Auctions.
Our operations are generally provided
through strategically clustered
dealerships, the majority of which
are situated on properties owned
by us, with the balance leased.
We own $278 million of prime real
estate positioned in high profile, main
road locations in Brisbane, Sydney,
Melbourne, Adelaide and Newcastle.
With 3,500 employees and 4,550
shareholders, our sales revenue is
running at $2.8 billion per annum.
Dividends and EPS Growth
We have paid a dividend to shareholders
every year since listing in 1957, and
a record dividend in 13 of the past
14 years. A.P. Eagers also has a track
record of delivering Earnings Per
Share (EPS) growth from acquisitions.
Further information about our
acquisition growth can be viewed on
our website, www.apeagers.com.au.
Our origins trace back to 1913 when
Edward Eager and his son, Frederic,
founded their family automotive
business, E.G. Eager & Son Ltd, which
continues today as a wholly-owned
subsidiary of A.P. Eagers Limited.
After establishing the first motor
vehicle assembly plant in Queensland
in 1922, the business secured the
distributorship of General Motors’
products in Queensland and northern
New South Wales in 1930 and listed
as a public company in 1957 under
the name Eagers Holdings Limited.
A merger in 1992 with the listed A.P.
Group Limited saw the addition of a
number of new franchises and our
name change to A.P. Eagers Limited.
Further new franchises and geographic
diversification have since followed.
Growth
Since 2000, our sales revenue has
increased from $500 million to $2.8
billion, profit after tax has increased
from $4.3 million to $76.7 million
and the number of employees has
increased from 600 to 3,500.
Our operations expanded into
the Northern Territory with the
acquisition of Bridge Toyota in 2005.
In 2007, we established ourselves on
the Gold Coast with the acquisition
of Surfers City Holden.
The addition of Kloster Motor
Group in the Newcastle/Hunter
Valley region in 2007 heralded our
advance into New South Wales. Our
operations in that state grew with
the acquisition of Bill Buckle Auto
Group in Sydney’s northern beaches
region including Brookvale in 2008.
In 2010, we acquired the publicly listed
Adtrans Group Limited, representing
our direct entry into the South
Australian and Victorian markets.
Adtrans is South Australia’s premier
car retailer and operates truck and
bus dealerships in New South Wales,
Victoria and South Australia. We
also acquired Caloundra City Autos
Group in Queensland’s growing
Sunshine Coast region in 2010.
2
Further expansion of our truck and
bus operations occurred in late
2010 with the addition of six new
franchises in New South Wales,
Victoria and South Australia.
In 2012, we established Carzoos
to provide used car customers
with a 48 hour money-back
guarantee and other benefits.
Daimler Trucks Adelaide and Eblen
Motors were acquired in 2011 and Main
North Nissan and Renault and Unley
Nissan and Renault, Adelaide, were
acquired in 2013, to complement our
existing operations in South Australia.
A strategic holding in listed Automotive
Group Holdings Limited (AHE) was
acquired in 2012, providing A.P.
Eagers with exposure to the West
Australian market. This investment
represented 19.9% of AHE, valued
at $232 million, at the end of 2014.
Northern Beaches Land Rover and
Jaguar were added to our Bill Buckle
operations at Brookvale during 2013.
A new business, Precision Automotive
Technology, was established in 2013
to source and distribute our own
range of car care products (paint
protection, interior protection,
electronic rust protection and
window tint products) under the
brand names, Perfexion and 365+.
In 2014, our Queensland operations
expanded through the acquisitions of
Ian Boettcher Motors representing
Mazda, Nissan, Volkswagen, Suzuki and
Proton in Ipswich, and the Craig Black
Group representing Toyota, Hyundai,
Volkswagen, Mitsubishi and Great Wall
at multiple locations in south-west and
central Queensland. Volvo Sunshine
Coast and Reynella Subaru were also
added to the group during 2014.
Further Information
Please visit www.apeagers.com.au
for further information about
A.P. Eagers Limited.
A.P. Eagers ANNUAL REPORT 2014 BOARD OF DIRECTORS
Timothy Boyd Crommelin
BCom, FSIA, FSLE
Peter William Henley
FAIM, MAICD
Chairman, Member of Audit, Risk &
Remuneration Committee
Director, Member of Audit, Risk &
Remuneration Committee
Independent, non-executive Director
since February 2011. Executive
Chairman of Morgans Financial Ltd.
Director of Senex Energy Ltd (appointed
October 2010) and Australian Cancer
Research Foundation. Chairman of
the Advisory Board of the Australian
National University Investment
Committee. Member of the University
of Queensland Senate. Former
Alternate Director of Ausenco Ltd
(appointed February 2013, retired
May 2013). Mr Crommelin has broad
knowledge of corporate finance,
risk management and acquisitions
and over 40 years’ experience in the
stockbroking and property industry.
Martin Andrew Ward
BSc (Hons), FAICD
Managing Director, Chief Executive Officer
Joined the Company in July 2005.
Appointed Chief Executive Officer in
January 2006. Appointed Managing
Director in March 2006. Motor
vehicle dealer. Director of Australian
Automotive Dealer Association Limited
(appointed January 2014). Mr Ward
was formerly the Chief Executive
Officer of Ford Motor Company’s
Sydney Retail Joint Venture.
Nicholas George Politis
BCom
Director
Non-executive Director since May
2000. Motor vehicle dealer. Executive
Chairman of WFM Motors Pty Ltd,
A.P. Eagers Limited’s largest
shareholder. Mr Politis is Director of a
substantial number of other proprietary
limited companies and has vast
automotive retail industry experience.
Independent, non–executive Director
since December 2006. Director of
Thorn Group Ltd (appointed May
2007). Former Deputy Chairman of
MTQ Insurance Services Ltd. Former
Chairman and Chief Executive Officer
of GE Money Motor Solutions.
Mr Henley has over 30 years’ local
and international experience in
the financial services industry.
Daniel Thomas Ryan
BEc, MBus, FAICD
Director
Non-executive Director since
January 2010. Director and Chief
Executive Officer of WFM Motors
Pty Ltd, A.P. Eagers Limited’s
largest shareholder, and Director
of a substantial number of other
proprietary limited companies.
Mr Ryan has significant management
experience in automotive, transport,
manufacturing and retail industries.
David Arthur Cowper
BCom, FCA
Director, Chairman of Audit, Risk &
Remuneration Committee
Independent, non-executive Director
since July 2012. Chartered Accountant,
with more than 35 years in the
profession. Former partner of Horwath
Chartered Accountants and Deloitte
Touche Tohmatsu. Former Chairman of
Horwath’s motor industry specialisation
unit for six years. Mr Cowper’s area
of professional specialisation while
at Horwath and Deloitte was in
providing audit, financial and taxation
services to public and large private
companies in the motor industry.
EXECUTIVE
MANAGEMENT
Keith Thomas Thornton
BEc
General Manager QLD & NT
Licensed motor dealer. Responsible for
all operational issues in Queensland
and Northern Territory since June
2007, having overseen the group’s
new and used vehicle operations
since December 2005 and held
dealership General Manager roles
since joining the group in 2002. Retail
and wholesale operations experience
in volume, niche and prestige industry
sectors. Prior industry experience
with various manufacturers.
Stephen Graham Best
BBus, Grad Dip Mgt, FIPA, GAICD
Chief Financial Officer
Commenced in October 2007.
Responsible for the group’s
accounting, taxation, internal
audit, treasury and information
technology functions. Previous
senior finance and commercial
roles in the resources industry with
MIM Holdings Limited, Xstrata PLC
and Consolidated Rutile Limited.
Denis Gerard Stark
LLB, BEc
General Counsel &
Company Secretary
Commenced in January 2008.
Responsible for overseeing the
company secretarial, legal, work
health & safety, insurance and
investor relations functions and
property portfolio. Admitted as
a solicitor in Queensland in 1994
and in Victoria in 1997. Affiliate of
Chartered Secretaries Australia.
Previous company secretarial
and senior executive experience
with public companies.
3
A.P. Eagers ANNUAL REPORT 2014 DIRECTORS’
REPORT
The Directors present their report together with the consolidated financial report of the group being A.P. Eagers Limited
ABN 87 009 680 013 (“the Company”) and its controlled entities, for the year ended 31 December 2014 and the auditor’s
report thereon.
DIRECTORS
The Directors of the Company at any time during or since the end of the year, and their qualifications, experience and special
responsibilities, are detailed on page 3.
DIRECTORS’ MEETINGS
The number of Directors’ meetings (including meetings of committees of Directors) and number of meetings attended by each
Director during the year were:
Board Meetings
Audit, Risk & Remuneration
Committee Meetings
Held
Attended
Held
Attended
11
11
11
11
11
11
9
9
11
9
9
9
4
-
-
4
-
4
3
-
-
4
-
4
T B Crommelin(1)
N G Politis
M A Ward
P W Henley(1)
D T Ryan
D A Cowper(1)
(1) Audit, Risk & Remuneration Committee members.
COMPANY SECRETARY
The Company Secretary and his qualifications and experience are detailed on page 3.
PRINCIPAL ACTIVITIES
The group’s principal activities during the year consisted of the selling of new and used motor vehicles, distribution
and sale of parts and accessories, repair and servicing of vehicles, provision of extended warranties and car care
products, facilitation of finance and leasing in respect of motor vehicles, ownership of property and investments.
The products and services supplied by the group were associated with, and integral to, the group’s motor vehicle
dealership operations. There were no significant changes in the nature of the group’s activities during the year.
4
A.P. Eagers ANNUAL REPORT 2014
DIRECTORS’
REPORT
(continued)
FINANCIAL & OPERATIONAL REVIEW
The Directors of the Company are pleased to report a record 2014 statutory Net Profit Before Tax of $102.8 million.
This compares to a Net Profit Before Tax of $86.7 million in 2013. Net Profit After Tax was $76.7 million in 2014
compared to $64.0 million in 2013.
Continued increases in used car profitability and related finance/insurance income, improved NSW car dealership trading
results, additional contributions from recent acquisitions, and gains on sale of businesses and property, more than offset
a disappointing truck division result.
Profit Comparison
Statutory EPS (basic) cents
Statutory profit after tax
Statutory profit before tax
Impairment adjustments(1)
Freehold Property adjustments (reversal)
Goodwill impairment
Business acquisition costs(2)
Underlying profit before tax
Underlying profit after tax(3)
Underlying EPS (basic) cents
Full Year to
December 2014
Full Year to
December 2013
$ Million
$ Million
% Change
43.0
76.7
102.8
0.6
-
2.8
106.2
79.0
44.3
36.4
64.0
86.7
-
-
0.6
87.3
64.4
36.6
18%
20%
19%
-
-
366%
22%
23%
21%
Notes
(1) Represents the aggregate value of freehold property fair value adjustments (positive and negative) to the Statement of Profit and Loss.
(2) Business acquisition costs include taxes, legal and other costs associated with business acquisitions.
(3) Underlying profit after tax includes the adjustments per Notes (1) above, and the related tax impact at 30% equating to $1.0 million in 2014 (2013: $0.2 million).
5
A.P. Eagers ANNUAL REPORT 2014
DIRECTORS’
REPORT
(continued)
External Environment
Business Initiatives
According to Federal Chamber
of Automotive Industry statistics,
Australia’s new motor vehicle
sales decreased by 2.0% in 2014 to
1,113,224 units compared to 2.2%
growth in 2013. This represents the
second highest year of sales only
exceeded by the record year in 2013.
In response to further contraction
in the resources sector, new vehicle
sales in Queensland, Northern
Territory and Western Australia
decreased on the previous year by
4.1%, 3.5%, and 8.1% respectively.
New South Wales was the only state
to record increased sales at 1.5%.
The severe hail storm event in
Queensland in November 2014,
which damaged some 60,000
vehicles, resulted in a 5.8% uplift in
the Queensland market in December
2014, and the replacement of
damaged vehicles is expected to
have a positive effect on vehicle
sales in the first quarter of 2015.
Business sales decreased by 6.6%
in 2014, private sales were steady
at 0.5% growth and government
sales grew by 3.4% after declining
by 20.2% in 2013. Luxury brands
such as Audi, BMW, Mercedes
Benz, Land Rover and Porsche all
recorded record annual sales as
their respective lower priced product
offerings captured market share.
Australian manufactured vehicles
represented only 9.0% (2013: 10.4%)
of new cars sold in the national
market in 2014.
The 2014 year includes a full year
contribution from the Main North
and Unley Nissan/Renault business
acquired in September 2013, and
performance from this business
has exceeded our expectations.
The Company acquired the Ian
Boettcher Motors business in Ipswich
Queensland in July 2014, representing
Mazda, Nissan, Volkswagen, Suzuki
and Proton. In October 2014 the
Craig Black Group operating multiple
locations in South West and Central
Queensland, representing Toyota,
Hyundai, Volkswagen, Mitsubishi, and
Great Wall was acquired. Combined
these groups will increase annual
group sales by approximately 15%.
Additional Subaru brand representation
at Reynella, South Australia and
Kedron, Queensland was established
during the year, as was a Volvo
representation on the Sunshine Coast.
The used car trading performance
was particularly encouraging with
the Carzoos branding and sales
management processes instigated in
2012, driving consistent and sustained
improvements in used car profitability.
A significant storm event occurred
on 27 November causing extensive
hail damage to vehicles over a large
area of Brisbane. The Company is
fully insured for such events, and a
rapid response from our staff, our
insurer Allianz and suppliers, meant
that the disposal process for the 2,200
vehicles affected commenced within
a week of the event. As at the end of
December 2014, the majority of the
hail insurance claim, which offsets
additional cost and loss of income in car
dealerships due to the repair, write-off
and diminished vehicle value, was paid.
In total some 60,000 vehicles in the
Brisbane area are subject to insurance
claims and the vehicle replacement
and repair activity will be a benefit to
trading in the first quarter of 2015.
The Company entered into an
unconditional put and call option for
the sale of our 80 McLachlan Street,
Fortitude Valley site at a value of
$22.2 million in the period, with
settlement deferred for two years.
The luxury brands located on
this site will be relocated to
redeveloped facilities on existing
land holdings in Newstead.
Fully developed car dealership
properties in Adelaide and Newcastle
were sold and leased back on favourable
terms yielding proceeds of $33.5 million.
A contract for the sale of two sites
suitable for high density residential
development in Woolloongabba
became unconditional in September
2014. Total sale consideration of
$35.9 million will be realised in staged
payments over the next three to five
years. A gain on sale of $2.2 million,
representing the difference between
the discounted present value of the
staged payments and the written
down value of the properties of
$24.4 million, was recognised in 2014.
The balance of $9.3 million will be
recognised as interest income over
the 5 year term of the contracts.
The strategic 19.9% shareholding in
Automotive Holdings Group Limited
(“AHG”) as at 31 December was valued
at $232.0 million based on their
closing share price of $3.81. Whilst
not included in the Company’s profit
after tax, a before tax unrealised gain
of $1.3 million has been recognised
in the Statement of Comprehensive
Income for the 2014 year.
6
A.P. Eagers ANNUAL REPORT 2014
DIRECTORS’
REPORT
(continued)
Financial Performance
Dealership acquisitions and increased
used vehicle volumes contributed to an
increase in revenue from operations
of 6% to $2,809 million in 2014.
Other revenue includes a full year
dividend from AHG of $12.1 million,
compared to $10.0 million in 2013,
and insurance claim proceeds of $19.5
million related to the 27 November
2014 Brisbane hail storm event.
EBITDA increased by 12.9% to $138.1
million (2013: $122.3 million) and profit
margins continued to trend upwards,
with EBITDA/Revenue of 4.8% for 2014
compared to 4.6% in 2013 and NPBT/
Sales improving to 3.6% for 2014 from
3.2% in 2013. Further improvements
in finance and insurance incentive-
based earnings, used car trading and
gains on the sale of businesses and
properties were the main contributors
to the improved margin performance.
Results Summary
Consolidated results
Year Ended 31 December
Revenue from operations
Other revenue
Total revenue
Earnings before interest, tax, depreciation and
amortisation and impairment (EBITDA)
Depreciation and Amortisation
Impairment charge/net reversal
Earnings before interest and tax (EBIT)
Borrowing costs
Profit before tax
Income tax expense
Profit after tax
Non-controlling interest in subsidiaries
Attributable profit after tax
A before tax profit on sale of $3.9
million was realised for properties
in Newcastle, Adelaide and
Woolloongabba, and a car dealership
business in Brisbane in 2014, as
compared to a $2.0 million gain in 2013.
MTQ Insurance, in which AP Eagers
holds a 20.7% interest via a holding
company, was sold to Suncorp
Insurance on the 29 August 2014. Part
of the transaction consideration is
deferred for two years, and AP Eagers
expects to maintain its shareholding
and significant influence in the holding
company until that time. An after tax
gain on sale of $3.8 million is included
in the share of net profits of associates
with the balance of $1.1 million
representing operating net profit for
the period until 29 August 2014.
Borrowing costs declined by 4.8% to
$22.1 million (2013: $23.2 million),
with higher average debt being offset
by lower margins and interest rates.
Business acquisition costs relating to
the Ian Boettcher Motors and Craig
Black Group acquisitions of $2.8 million
were expensed in the financial year,
compared to $0.6 million in 2013.
The Company’s net cash provided by
operating activities was $98.1 million
in 2014 (2013: $76.0 million), with the
increase due to improved profitability
and favourable insurance proceeds
timing. Acquisitions were effectively
funded through operating cash flow
and the proceeds of asset sales.
Increase/(Decrease)
2014
$’000
2013
$’000
2,808,607
2,652,133
49,506
20,680
2,858,113
2,672,813
138,081
122,252
(12,583)
(12,354)
(578)
124,920
(22,080)
102,840
(26,150)
76,690
(460)
76,230
0
-
109,898
(23,188)
86,710
(22,748)
63,962
(353)
63,609
5.9%
139.4%
6.9%
12.9%
1.9%
13.7%
(4.8)%
18.6%
15.0%
19.9%
30.3%
19.8%
Earnings per share – basic
43.0 cents
36.4 cents
18.1%
7
A.P. Eagers ANNUAL REPORT 2014
DIRECTORS’
REPORT
(continued)
Segments
Financial Position
Outlook and Strategy Update
The profit contribution from the
Company’s Car Retail segment
was 19.7% higher at $68.8 million
compared to $57.5 million in 2013.
Improved used car profitability, better
results from our NSW operations, and
additional earnings from acquisitions
were the primary contributors.
The parts and service business was
steady with the business successfully
adapting to challenges from non-
genuine parts providers and fixed/
capped price service programs.
The National Truck division (Truck
Retail segment) recorded a poor
result providing a profit contribution
of $3.5 million in 2014 compared to
$8.4 million in 2013, the decrease
due to significant used truck trading
losses. The new heavy truck market
shrunk by 1.2% (VFACTS) compared to
2013, and substantial price pressure
on new and used trucks was evident.
As the result of property sales the
value of the property portfolio reduced
to $278 million as at 31 December
2014 compared to $334 million as at
31 December 2013. Property segment
profit contribution of $14.8m was lower
than the previous year of $15.5 million,
due primarily to negative fair value
adjustments. Realised gains of $3.0m
were partly offset by unrealised negative
fair value adjustments of $2.2m.
The unrealised gain on the AHG
investment of $22.8 million recorded
in 2013 was not repeated hence the
contribution from the Investment
segment was $10.6 million compared
to $30.2 million in 2013.
The Company’s financial position
strengthened further during the year.
EBITDA Interest Cover increased to
6.2 times as at 31 December 2014
compared to 5.2 times as at
31 December 2013, due to lower
average interest rates and improved
profit levels. Corporate debt (Term
and Capital Loan Facility) net of cash
on hand as at 31 December 2014 was
lower at $190.2 million (2013: $199.0
million) and total debt including vehicle
bailment and finance leases net of
cash on hand was higher at $556.0
million as compared to $502.8 million
at 31 December 2013. The increase
was primarily due to additional
bailment and motor vehicle finance
leases associated with acquisitions.
Total gearing (Debt /Debt + Equity),
including bailment inventory financing
and finance leases, was 49.5% as at
31 December 2014, as compared
to 48.8% as at 31 December 2013.
Bailment finance is cost effective short-
term finance secured against vehicle
inventory on a vehicle by vehicle basis.
Gearing excluding bailment, finance
leases and including cash on hand
was 24.3% as at 31 December 2014
compared to 27.0% at the end of 2013.
Total inventory levels closed the
year at $469.2 million, with inventory
associated with acquisitions being the
primary reason for the increase as
compared to 2013 at $409.7 million.
The strategic 19.9% shareholding in
AHG as at 31 December 2014 was
valued at $232.0 million based on
the closing share price of $3.81.
Net tangible assets only increased
marginally to $2.38 per share as at
31 December 2014, compared to $2.34
per share as at 31 December 2013, as
the sale of tangible freehold property
assets funded the acquisition of
dealership intangible goodwill assets.
Whilst there are a number of variables
at play including less favourable
exchange rates for some vehicle
supply locations (no direct exposure
to AP Eagers) and ongoing consumer
and business confidence challenges,
interest rates remain at historically
very low levels, and manufacturer
product offerings continue to be
highly competitive both in terms of
quality and value. Overall new vehicle
sales are expected to remain stable
on 2014 levels allowing sufficient
opportunity for quality operators.
Based on the 2014 acquisitions
of the Ian Boettcher Motor Group
and the Craig Black Group, it is
anticipated that an 8% uplift in group
revenue will be achieved in 2015.
Key focus areas in 2015 are:
• earnings accretive dealership and
ancillary market acquisitions;
•
the ongoing development and
optimisation of the Carzoos
used car business model;
• a substantial redevelopment
of the Newstead, Queensland
dealership location to include
three luxury brands;
•
further rationalisation of our
Parts business to reduce the
cost base, improve efficiency
and eliminate sub-economic
business trading terms; and
• a turnaround in the performance
of our truck business.
Our acquisition activities are a
combination of opportunity and target
based, with a reasonable expectation
that suitable opportunities will be
available for completion in 2015.
8
A.P. Eagers ANNUAL REPORT 2014
DIRECTORS’
REPORT
(continued)
DIVIDENDS
Dividends paid to members during the financial year were as follows:
Year ended 31 December
Final ordinary dividend for the year ended 31 December 2013 of 15.0 cents
(2012: 13.0 cents) per share paid on 16 April 2014
Interim ordinary dividend of 9.0 cents (2013: 8.0 cents) per share paid on 3 October 2014
2014
$'000
2013
$'000
26,516
22,246
15,954
42,470
14,124
36,370
A fully franked final dividend of 18 cents per share (2013: 15.0 cents) has been approved for payment on 17 April 2015
to shareholders who are registered on 2 April 2015 (Record Date). When combined with the interim dividend of
9.0 cents per share paid in October 2014, the total dividend based on 2014 earnings is 27 cents per share, fully franked
(2013: 23 cents). The Company’s dividend reinvestment plan (DRP) will not operate in relation to the final dividend.
SIGNIFICANT CHANGES IN THE
STATE OF AFFAIRS
In the Directors’ opinion there was no
significant change in the state of affairs
of the group during the financial year
that is not disclosed in this report or
the consolidated financial report.
MATTERS SUBSEQUENT TO THE
END OF THE FINANCIAL YEAR
The Directors are not aware of any
matter or circumstance not dealt
with in this report or the consolidated
financial report that has arisen since
the end of the year under review
and has significantly affected or
may significantly affect the group’s
operations, the results of those
operations or the state of affairs of
the group in future financial years.
ENVIRONMENTAL REGULATION
The group’s property development
and service centre operations are
subject to various environmental
regulations. Environmental licences
are held for particular underground
petroleum storage tanks.
Planning approvals are required for
property developments undertaken by
the group in relevant circumstances.
Authorities are provided with
appropriate details and to the
Directors’ knowledge developments
during the year were undertaken
in compliance with planning
requirements in all material respects.
Management works with regulatory
authorities, where appropriate, to
assist compliance with regulatory
requirements. There were no material
adverse environmental issues during
the year to the Directors’ knowledge.
REMUNERATION REPORT
1. Principles Used to Determine
Remuneration
The board as a whole is responsible
for recommending and reviewing
the remuneration arrangements of
non-executive Directors, whilst the
board (excluding the Chief Executive
Officer) reviews the performance
of the Chief Executive Officer on
a continual basis and ensures the
reward framework is appropriate.
To assist the board, the Audit, Risk &
Remuneration Committee reviews and
makes recommendations regarding
these remuneration arrangements.
The Chief Executive Officer in
consultation with the Chairman
reviews the performance of the group’s
senior executives on an ongoing basis
and ensures the appropriateness
of their reward framework.
Remuneration packages are intended to
properly reflect the individual’s duties
and responsibilities, be competitive
in attracting, retaining and motivating
staff of the highest quality and be
aligned to shareholder interests.
The remuneration framework for
executives has been developed to
provide, where appropriate, a high
proportion of “at risk” remuneration.
This is designed to reflect competitive
reward for contribution to growth in
group profits and shareholder wealth.
In considering the impact of the group’s
performance on shareholder wealth,
the Directors have regard to various
factors including the following metrics:
NPAT ($’000)
Earnings per share – basic (c)
Dividend per share (c)
Share Price at year end ($)
2014
76,690
43.0
27.0
5.98
2013
63,962
36.4
23.0
4.96
2012
55,551
34.0
20.0
4.38
2011
40,289
25.5
16.0
2.36
2010
31,637
21.1
12.8
2.50
9
A.P. Eagers ANNUAL REPORT 2014
The performance rights and options
are divided into separate tranches
for each annual performance period.
Each tranche of options may be
further divided into sub-tranches. The
tranches and sub-tranches are tested
against the performance hurdles for
the relevant performance period.
(i) Performance Hurdles
Pre-determined performance hurdles
for the relevant performance period
must be achieved for performance
rights and options granted to key
management personnel to vest.
Performance hurdles include:
•
•
•
the Company must meet the
applicable Earnings Per Share
(EPS) hurdle (as described below).
the Company must meet any
prescribed interest cover ratio.
the executive must remain
permanently employed by the
group. (Where the executive has
sacrificed payments into the EIP
in return for rights or options,
cessation of employment during
the performance period may result
in a prorated proportion of the
rights or options remaining on
issue to be tested at the end of the
performance period but without the
ability for any further re-testing
All performance hurdles for a
performance period must be met
for the relevant rights and options
to vest. The board does, however,
retain discretion to waive hurdles
in exceptional circumstances
where it is believed to be in the
Company’s best interests to do so.
DIRECTORS’
REPORT
(continued)
2. Non-executive Directors’
Remuneration Framework
Non-executive Directors are
remunerated for their services by
way of fees (and where applicable,
superannuation) from the maximum
amount approved by shareholders
in general meeting for that purpose,
currently $500,000 per annum,
which was fixed at the annual
general meeting in 2007.
For the year under review, non-executive
Director fees were $75,000 per annum
plus superannuation benefits, and
the Chairman’s fee was $95,000 per
annum plus superannuation.
The board, with the assistance of
the Audit, Risk & Remuneration
Committee, periodically reviews non-
executive Director fees taking into
account relevant market conditions.
Non-executive Directors do not
participate in schemes designed for
the remuneration of executives, equity
schemes or retirement allowance
programmes, nor do they receive
performance based bonuses.
3. Executives’ Remuneration
Framework
(a) Base Pay
Each executive is offered a competitive
base pay to reflect the market for a
comparable role. Base pay is reviewed
annually and on promotion to ensure it
remains competitive with the market.
It may be delivered as a combination
of cash and superannuation that the
executive elects to salary sacrifice.
(b) Benefits
Executives receive benefits including
the provision of fully maintained motor
vehicles, personal health and fitness
programs and, in the case of the Chief
Executive Officer, personal insurance.
Retirement benefits are delivered
under superannuation funds providing
accumulation benefits. No lump
sum defined benefits are provided.
10
(c) Short-term Performance Incentives
(i) Incentive Pool / Bonus
A short-term incentive pool is available
for allocation by the Chairman or Chief
Executive Officer to non-commission
based key management personnel
executives being the Chief Executive
Officer, Company Secretary and Chief
Financial Officer. The allocations are
determined on a discretionary basis
during annual review after considering
the achievements and performances
of the individual executives and group.
(ii) Commission Structure
With the exception of the Chief
Executive Officer and non-commission
based executives, remuneration for
senior executives is structured around
measurable business performance
factors linked to business strategies
and designed to improve shareholder
value. This commission structure is set
at a percentage of net profit before tax
of a business unit or business group.
(d) Executive Incentive Plan (EIP)
The EIP was approved by shareholders
at the annual general meeting in
2013. It is intended as both a long-
term and short-term incentive,
focussing on corporate performance
and the creation of shareholder
value over multi-year periods.
Through the EIP, executives are
driven to improve the Company’s
performance and shareholder return.
This is accomplished through the grant
of performance rights and options
which reward the achievement of
pre-determined group performance
hurdles and allow executives to
share in the Company’s growth.
A performance right is a right to
be given a fully paid ordinary share
in the Company at a nil exercise
price upon the achievement
of performance hurdles.
An option is a right to be given a fully
paid ordinary share in the Company
upon payment of an exercise price and
achievement of performance hurdles.
In general, the exercise price is the
market share price at or about the
grant date or when the executive agreed
in principle to participate in the plan.
A.P. Eagers ANNUAL REPORT 2014
DIRECTORS’
REPORT
(continued)
(ii) EPS Hurdles
A separate EPS performance hurdle
applies for each tranche or sub-tranche
of performance rights and options
granted to key management personnel.
These EPS hurdles were pre-determined
using a base-line EPS when the
participant agreed to join the plan.
In general, the Company must achieve
a minimum of 7% annual compound
growth in diluted EPS above the base-
line before any performance rights or
options will vest for the performance
period, with 10% annual compound
growth required for all performance
rights and options to vest for the period.
As these “at risk” earnings are
demonstrably linked to the creation of
shareholder value, it is considered that
if an EPS hurdle is not achieved at the
end of a 12 month performance period,
re-testing would be appropriate to allow
for market reaction to the Company’s
longer term strategic initiatives.
If the EPS hurdle is not achieved
at the end of the initial 12 month
performance period, re-testing
would take place 12 months later. If
the EPS hurdle is not achieved on the
re-test, it may be re-tested a second
time a further 12 months later.
There cannot be more than two
re-tests. Performance rights and
options immediately lapse if they
do not vest on the second re-test.
(iii) CEO’s Participation in EIP
(2010 to 2014)
At the Company’s annual general
meeting in 2010, shareholders
approved the Chief Executive Officer,
Mr Ward, participating in the EIP
for the five years from 2010 to 2014.
With 98.2% of proxy votes in favour
or at the Chairman’s discretion,
shareholders approved the following:
• Mr Ward’s performance hurdles
are measured over the five
year period 2010 to 2014.
• Before any of Mr Ward’s
performance rights or options
will vest for an individual year, the
Company must achieve at least
7% annual compound growth in
diluted EPS above the base-line
EPS. The base-line was set when
Mr Ward agreed to join the plan
in mid-2009 at 16% above the
average normalised basic EPS
for the previous three years.
• For 100% of Mr Ward’s performance
rights and options to vest for the five
years, the Company must achieve at
least 10% annual compound growth
in diluted EPS above the base-line.
• The number of performance rights
and options granted to Mr Ward
was scaled back to reflect only
4.5 years’ value, even though his
performance would be measured
over a full five year period. This
scaling back occurred because, at
the time of the 2010 annual general
meeting, his previous five year
equity incentive plan was due to
expire mid-year on 30 June 2010.
The cost to the Company of Mr Ward’s
participation in the EIP is calculated
as follows:
•
If 100% of the performance rights
and options were to vest over the
five year period (requiring at least
10% annual compound growth
in diluted EPS for five years), the
recognised cost of the plan would
average $850,000 per annum
for 4.5 years, or $3.825 million
in total over 4.5 years. However,
accounting standards require that
the cost be recognised, as shown
in the remuneration table on page
14, based on the progressive
recognition of each share option
grant over its expected vesting
period, which results in a higher
overall cost of the EIP in the earlier
years and a lower cost in later
years. On the assumption that all
performance hurdles are achieved
over the five year EIP period, the
total cost recognised in each year
is shown in the following graphs.
•
If no performance hurdles at
all were to be achieved over
the five year period, then no
performance rights or options
would vest and the plan would
cost the Company zero dollars.
• By way of comparison, if only 50%
of the performance rights and
options by value were to vest each
year over the five year period
(requiring 9% annual compound
growth in diluted EPS for five years),
the cost of the plan would be on
average $425,000 per annum for
4.5 years (or $1,912,500 in total
over 4.5 years).
s
’
0
0
0
$
1500
1200
900
600
300
0
0
7
3
9
1
3
4
,
1
0
5
8
3
2
4
6
8
1
s
’
0
0
0
$
1500
1200
900
600
300
0
0
5
2
4
0
5
8
0
5
8
0
5
8
0
5
8
2009
2010
2011
2012
2013
2014
2009
2010
2011
2012
2013
2014
Accounting accrual cost of CEO’s participation in EIP –
progressive recognition based, assuming all
performance hurdles are achieved.
Average annual cost of CEO’s participation in EIP,
assuming all performance hurdles are achieved.
11
A.P. Eagers ANNUAL REPORT 2014
DIRECTORS’
REPORT
(continued)
(iv) CEO’s Participation in EIP
(2015 to 2019)
At the Company’s annual general
meeting in 2014, shareholders approved
Mr Ward participating in the EIP for a
further five years from 2015 to 2019.
This replaces his initial five years in the
EIP which expired at the end of 2014.
With 96.6% of proxy votes at the 2014
annual general meeting in favour
or at the Chairman’s discretion,
shareholders approved the following:
• Mr Ward’s performance hurdles
are measured over the five
year period 2015 to 2019.
Chief Executive Officer
• Before any of Mr Ward’s
(v) Grants to Key Management Personnel
performance rights or options
will vest for an individual year, the
Company must achieve at least
7% annual compound growth
in diluted EPS from 2013.
• For 100% of Mr Ward’s performance
rights and options to vest for the five
years, the Company must achieve
at least 10% annual compound
growth in diluted EPS from 2013.
• There will be no increase to
the average annual cost to the
Company of Mr Ward’s participation
in the EIP from 2015 to 2019
above the average annual cost
for the previous five years.
The following tables show details of
current grants of performance rights
and options over unissued shares,
which were granted to key management
personnel in or before the year under
review. No rights or options were
granted to key management personnel
during the year under review except
as shown in these tables. No rights or
options were forfeited, and no options
were exercised, by key management
personnel during the year under review.
No. of
performance
rights granted
No. of
options
granted
End of 1st
performance
period
Fair value
of each
performance
right
Fair value of
each option
Status
Tranche
No.
1
2
3
4
5
6
7
8
9
10
Grant Date
28 May 2010
28 May 2010
28 May 2010
28 May 2010
36,890
82,440
89,000
94,890
416,665 31 Dec 2010
815,215 31 Dec 2011
810,810 31 Dec 2012
815,215 31 Dec 2013
28 May 2010
105,140
797,870 31 Dec 2014
4 July 2014
4 July 2014
4 July 2014
4 July 2014
4 July 2014
83,661
87,268
91,006
94,866
99,067
467,032 31 Dec 2015
452,127 31 Dec 2016
447,368 31 Dec 2017
420,792 31 Dec 2018
416,666 31 Dec 2019
General Manager Queensland and Northern Territory
$0.808
Vested without re-testing
$0.812
Vested without re-testing
$0.810
Vested without re-testing
$0.802
Vested without re-testing
$0.806
Vested without re-testing
$2.400
$2.286
$2.176
$2.072
$1.972
$5.080
$4.870
$4.670
$4.480
$4.290
$0.910
$0.940
$0.950
$1.010
$1.020
Unvested
Unvested
Unvested
Unvested
Unvested
Status
No. of
performance
rights granted
No. of
options
granted
End of 1st
performance
period
Fair value
of each
performance
right
Fair value of
each option
22,590
48,015
50,950
54,115
57,515
19,685
20,533
21,413
22,321
23,310
104,165 31 Dec 2010
203,805 31 Dec 2011
202,705 31 Dec 2012
203,805 31 Dec 2013
199,470 31 Dec 2014
109,890 31 Dec 2015
106,382 31 Dec 2016
105,263 31 Dec 2017
99,009 31 Dec 2018
98,039 31 Dec 2019
$1.660
$1.562
$1.472
$1.386
$1.304
$5.080
$4.870
$4.670
$4.480
$4.290
$0.360
Vested without re-testing
$0.368
Vested without re-testing
$0.370
Vested without re-testing
$0.368
Vested without re-testing
$0.376
Vested without re-testing
$0.910
$0.940
$0.950
$1.010
$1.020
Unvested
Unvested
Unvested
Unvested
Unvested
Grant Date
28 August 2009
28 August 2009
28 August 2009
28 August 2009
28 August 2009
4 July 2014
4 July 2014
4 July 2014
4 July 2014
4 July 2014
Tranche
No.
1
2
3
4
5
6
7
8
9
10
12
A.P. Eagers ANNUAL REPORT 2014
DIRECTORS’
REPORT
(continued)
Chief Financial Officer
Tranche
No.
1
2
3
4
5
6
7
8
9
10
Grant Date
28 August 2009
28 August 2009
28 August 2009
28 August 2009
28 August 2009
4 July 2014
4 July 2014
4 July 2014
4 July 2014
4 July 2014
No. of
performance
rights granted
No. of
options
granted
End of 1st
performance
period
Fair value
of each
performance
right
Fair value of
each option
Status
$0.360
Vested without re-testing
$0.368
Vested without re-testing
$0.370
Vested without re-testing
$0.368
Vested without re-testing
$0.376
Vested without re-testing
30,120
32,010
33,965
36,075
38,345
14,763
15,400
16,059
16,741
17,482
138,890 31 Dec 2010
135,870 31 Dec 2011
135,135 31 Dec 2012
135,870 31 Dec 2013
132,980 31 Dec 2014
82,417 31 Dec 2015
79,787 31 Dec 2016
78,947 31 Dec 2017
74,257 31 Dec 2018
73,529 31 Dec 2019
$1.660
$1.562
$1.472
$1.386
$1.304
$5.080
$4.870
$4.670
$4.480
$4.290
$0.910
$0.940
$0.950
$1.010
$1.020
General Counsel & Company Secretary
Tranche
No.
1
2
3
4
5
6
7
8
9
10
Grant Date
27 March 2013
27 March 2013
27 March 2013
27 March 2013
27 March 2013
4 July 2014
4 July 2014
4 July 2014
4 July 2014
4 July 2014
No. of
performance
rights granted
No. of
options
granted
End of 1st
performance
period
Fair value
of each
performance
right
Fair value of
each option
-
-
-
-
-
2,460
2,566
2,676
2,790
2,913
26,880 31 Dec 2013
26,880 31 Dec 2014
26,040 31 Dec 2015
25,510 31 Dec 2016
25,250 31 Dec 2017
13,736 31 Dec 2015
13,297 31 Dec 2016
13,157 31 Dec 2017
12,376 31 Dec 2018
12,254 31 Dec 2019
-
-
-
-
-
$5.08
$4.87
$4.67
$4.48
$4.29
$0.93
$0.93
$0.96
$0.98
$0.99
$0.91
$0.94
$0.95
$1.01
$1.02
(1) EPS performance hurdle was satisfied, but vesting remains subject to continued employment until 31 March 2015.
Further details of the performance rights and options granted under the EIP are specified in notes 34 and 35 to the
consolidated financial report.
4. Hedging
5. Executive Employment Agreements
a)
The board has adopted a policy which
prohibits any Director or employee
who participates in an equity plan from
using derivatives, hedging or similar
arrangements to reduce or eliminate
the risk associated with the plan in
relation to unvested securities or
securities that are subject to trading
restrictions, without the Chairman’s
approval. Any breach will result in
forfeiture or lapsing of the unvested
securities or additional performance
hurdles or trading restrictions being
imposed, at the board’s discretion.
Executives who are key management
personnel are employed under
common employment agreements.
The agreements do not have a finite
term, can be terminated by either
employer or employee giving notice
within a range of four to twelve weeks
and do not contain any termination
payment arrangements. The board has
discretion to extend the termination
notice period that may be given to
an executive and to make payments
upon termination, as appropriate.
The Chief Executive Officer’s
employment agreement differs from
that of other executives as follows:
The Company may terminate
the Chief Executive Officer’s
employment if he is unable to
satisfactorily perform his duties
due to illness, injury or accident
for a period of six months or for
cause. Termination for any other
reason may entitle the Chief
Executive Officer to a termination
benefit equivalent to two times
annual remuneration at the
time of termination, subject to
any limit imposed by law.
b)
The Chief Executive Officer
may terminate his employment
agreement on six months’
notice unless otherwise
agreed with the Company.
13
Unvested
Unvested
Unvested
Unvested
Unvested
Status
Unvested(1)
Unvested(1)
Unvested
Unvested
Unvested
Unvested
Unvested
Unvested
Unvested
Unvested
A.P. Eagers ANNUAL REPORT 2014
DIRECTORS’
REPORT
(continued)
6. Details of Remuneration
Key management personnel include Directors and executives who have authority and responsibility for planning, directing and
controlling the activities of the group. Remuneration details of key management personnel are set out in the following tables.
2014
Directors
T B Crommelin
Chairman
M A Ward
Managing Director
N G Politis
Non-executive Director
P W Henley
Non-executive Director
D T Ryan
Non-executive Director
D A Cowper
Non-executive Director
Executives
K T Thornton
General Manager Qld & NT
S G Best
Chief Financial Officer
D G Stark
General Counsel &
Company Secretary
Short-term benefits
Post-employment
benefits
Share-based
payments
Salary & fees
Bonus &
commissions
Non-monetary
& other
benefits(2)
Superannuation
benefits
Performance
Rights &
Options(1)
$
$
$
$
$
Performance-
related
percentage
%
Total
$
95,000
-
742
8,906
-
104,648
925,000(4)
110,000
105,853
25,000
421,657(3)
1,587,510
75,000
75,000
75,000
75,000
-
-
-
-
742
742
742
742
7,031
7,031
7,031
7,031
-
-
-
-
82,773
82,773
82,773
82,773
1,320,000
110,000
109,564
62,030
421,657
2,023,251
200,000
616,930
68,693
18,783
83,681
988,087
325,303
99,000
76,395
30,503
60,417
591,618
263,338
79,500
36,888
24,690
31,944
436,360
788,641
795,430
181,976
73,976
176,042
2,016,065
-
33
-
-
-
-
71
27
26
(1)
Performance rights and options granted under the EIP are valued using a binomial tree methodology. A pre-determined value of the portion of the rights
and options attributable to the year under review has been expensed in the income statement in conformity with AASB 2 and reflected in each recipient’s
remuneration. In each year, performance rights and options vested under the EIP for the previous year. Vesting is subject to the achievement of performance
hurdles as previously detailed in this Remuneration Report.
(2)
Includes benefits such as the provision of motor vehicles, insurance policy costs and the movement in the provision for the individual’s employee entitlements.
The share-based payment is based on progressive recognition of each award grant over its expected vesting period, which results in an increased cost in
the earlier years of the EIP and a reduced cost in later years on the assumption that all performance hurdles will be achieved over the five year period.
For further details, refer to commentary on page 11 under the heading “CEO’s Participation in EIP”.
As announced in December 2014, Mr Ward’s annual base salary increased to $1,200,000 on 1 January 2015. It had not been reviewed since late 2010. Since
then the Company has grown significantly, with market capitalisation increasing from less than $400 million to over $1 billion, and earnings per share and
dividends per share having doubled. The increased salary reflects a 14% increase above Mr Ward’s average total remuneration during the four years from
2010 to 2013. No further increase to his base salary is intended for the next five years.
(3)
(4)
14
A.P. Eagers ANNUAL REPORT 2014
DIRECTORS’
REPORT
(continued)
2013
Directors
T B Crommelin (4)
Chairman
M A Ward
Managing Director
N G Politis
Non-executive Director
P W Henley
Non-executive Director
D T Ryan
Non-executive Director
D A Cowper
Non-executive Director
B W Macdonald (4)
Chairman
Executives
K T Thornton
General Manager Qld & NT
S G Best
Chief Financial Officer
D G Stark
General Counsel &
Company Secretary
Short-term benefits
Post-employment
benefits
Share-based
payments
Salary & fees
Bonus &
commissions
Non-monetary
& other
benefits(2)
Superannuation
benefits
Performance
Rights &
Options(1)
$
$
$
$
$
Total
$
Performance-
related
percentage
%
86,666
-
790
7,922
-
95,378
925,000
100,000
133,221
25,000
422,871 (3)
1,606,092
66,250
75,000
75,000
75,000
33,858
-
-
-
-
-
790
790
790
790
329
6,053
6,844
6,844
6,844
-
-
-
-
-
-
73,093
82,634
82,634
82,634
34,187
1,336,774
100,000
137,500
59,507
422,871
2,056,652
200,000
548,535
77,696
17,775
62,740
906,746
306,671
93,000
32,271
27,988
41,827
501,757
253,337
76,500
22,851
23,127
25,000
400,815
760,008
718,035
132,818
68,890
129,567
1,809,318
-
33
-
-
-
-
-
67
27
25
(1)
(2)
(3)
Performance rights and options granted under the EIP are valued using a binomial tree methodology. A pre-determined value of the portion of the rights
and options attributable to the year under review has been expensed in the income statement in conformity with AASB 2 and reflected in each recipient’s
remuneration. In each year, performance rights and options vested under the EIP for the previous year. Vesting is subject to the achievement of performance
hurdles as previously detailed in this Remuneration Report.
Includes benefits such as the provision of motor vehicles, insurance policy costs and the movement in the provision for the individual’s employee
entitlements.
The share-based payment is based on progressive recognition of each award grant over its expected vesting period, which results in an increased cost in
the earlier years of the EIP and a reduced cost in later years on the assumption that all performance hurdles will be achieved over the five year period. For
further details, refer to commentary on page 11 under the heading “CEO’s Participation in EIP”.
(4)
Mr Crommelin was appointed Chairman on the retirement of Mr Macdonald on 8 May 2013.
15
A.P. Eagers ANNUAL REPORT 2014
DIRECTORS’
REPORT
(continued)
7. Relevant Interest in shares held by key management personnel
2014
Directors
M A Ward
N G Politis
P W Henley
D T Ryan
T B Crommelin
D A Cowper
Executives
K T Thornton
S G Best
D G Stark
2013
Directors
B W Macdonald(1)
M A Ward
N G Politis
P W Henley
D T Ryan
T B Crommelin
D A Cowper
Executives
K T Thornton
S G Best
D G Stark
At
01-Jan-14
Dividend
Reinvestment
Plan
Executive
Incentive
Plan
Purchases
Sales
2,759,280
65,157,552
104,215
-
332,242
8,248
336,505
138,710
71,244
68,907,996
-
-
-
-
-
-
-
-
-
-
94,890
-
-
-
-
-
54,115
36,075
-
-
928,044
3,000
-
6,987
-
-
-
-
185,080
938,031
-
-
-
-
-
-
-
-
-
-
At
31-Dec-14
2,854,170
66,085,596
107,215
-
339,229
8,248
390,620
174,785
71,244
70,031,107
At
01-Jan-13
Dividend
Reinvestment
Plan
Executive
Incentive
Plan
Purchases
Sales
At
31-Dec-13
421,875
2,788,280
-
-
-
89,000
62,817,353
1,948,310
101,085
-
322,269
8,000
285,555
104,745
53,450
3,130
-
9,973
248
-
-
2,139
-
-
-
-
-
50,950
33,965
15,655
-
-
391,889
-
-
-
-
-
-
-
-
421,875
(118,000)
-
-
-
-
-
-
-
-
2,759,280
65,157,552
104,215
-
332,242
8,248
336,505
138,710
71,244
66,902,612
1,963,800
189,570
391,889
(118,000)
69,329,871
(1) Mr Macdonald retired as a Director on 8 May 2013.
16
A.P. Eagers ANNUAL REPORT 2014
DIRECTORS’
REPORT
(continued)
DIRECTORS’ INTERESTS
The relevant interest of each Director in the shares, rights and options issued by the Company as at the date of this report
are as follows:
T B Crommelin
N G Politis
M A Ward
P W Henley
D T Ryan
D A Cowper
Ordinary Shares (fully paid)
Share Options
Performance Rights
339,229
66,116,874
2,854,170
109,625
-
8,248
-
-
-
-
5,859,760(1)
561,008 (1)
-
-
-
-
-
-
(1)
Share options and performance rights vest only if performance hurdles are met in accordance with the Executive Incentive Plan, as described in the
Remuneration Report.
ROUNDING OF AMOUNTS TO
NEAREST THOUSAND DOLLARS
The Company is of a kind referred
to in Class Order 98/100 issued
by the Australian Securities &
Investments Commission, relating to
the “rounding off” of amounts in the
Directors’ report and financial report.
Amounts in the Directors’ report and
financial report have been rounded
off to the nearest thousand dollars in
accordance with that Class Order.
This report is made in accordance
with a resolution of the Directors.
Martin Ward
Director
Brisbane, 25 March 2015
SHARES UNDER OPTION
3,630,075 options and 750,824
performance rights were granted by the
Company over unissued shares during
the year under review. A further 957,862
options and 130,492 performance
rights have been granted since the end
of the year. No shares were issued as
a result of the exercise of options and
221,155 fully paid shares were issued
on the vesting of performance rights
during or since the year under review.
The Directors have not disclosed details
of the nature of the liabilities covered
or the amount of the premiums paid
in respect of the insurance contracts
as such disclosure is prohibited
under the terms of the contracts.
AUDITOR
Deloitte Touche Tohmatsu continues
in office as auditor of the group
in accordance with section 327
of the Corporations Act 2001.
INDEMNIFICATION AND INSURANCE
NON-AUDIT SERVICES
The Company’s constitution provides
that, to the extent permitted by law,
the Company must indemnify each
person who is or has been a Director
or Secretary against liability incurred
in or arising out of the discharge of
duties as an officer of the Company or
out of the conduct of the business of
the Company and specified legal costs.
The indemnity is enforceable without
the person having to incur any expense
or make any payment, is a continuing
obligation and is enforceable even
though the person may have ceased
to be an officer of the Company.
At the start of the financial year
under review and at the start of the
following financial year, the Company
paid insurance premiums in respect
of Directors and Officers liability
insurance contracts. The contracts
insure each person who is or has been
a Director or executive officer of the
Company against certain liabilities
arising in the course of their duties to
the Company and its controlled entities.
A copy of the auditor’s Independence
Declaration as required under section
307C of the Corporations Act 2001 is
attached and forms part of this report.
The Company may decide to employ
its auditor on assignments additional
to their statutory audit duties where
the auditor’s expertise or experience
with the group is important.
Details of the amounts paid or payable
to the auditor for audit and non-audit
services provided to the group during
the year are set out in note 32 to
the consolidated financial report.
In accordance with advice received
from the Audit, Risk & Remuneration
Committee, the Directors are satisfied
that the provision of the non-audit
services was compatible with the
general standard of independence for
auditors imposed by the Corporations
Act 2001 and did not compromise the
auditor independence requirements of
the Act because all non-audit services
were reviewed by the Committee
to ensure they did not impact the
partiality and objectivity of the auditor.
17
A.P. Eagers ANNUAL REPORT 2014
AUDITOR’S DECLARATION
OF INDEPENDENCE
18
A.P. Eagers ANNUAL REPORT 2014 CORPORATE GOVERNANCE
STATEMENT
This statement outlines our corporate
governance practices against the
recommendations of the ASX Corporate
Governance Council. We have followed the
Council’s recommendations throughout
2014 except as referred to below.
The following is current as at 31 December
2014 and has been approved by the board.
Principle 1
Lay solid foundations for
management and oversight
We have a dynamic board which,
over many years, has developed and
implemented policies and practices
designed to promote a culture of
good corporate governance.
The board’s key responsibilities are
listed in our board charter, which is
available on our website. The charter
includes a delegation of powers to the
Chief Executive Officer for day-to-day
business. In recognition of the benefits of
having a board that is able to act quickly,
effectively and efficiently, specific
delegated functions are not itemised in
the charter (ASX recommendation 1.1).
The process for evaluating performance
of our senior executives is disclosed in
the remuneration report. Evaluations
have taken place during the reporting
period in accordance with that process.
Principle 2
Structure the board to add value
Independence
Our board consists of six Directors,
including five non-executive Directors.
The Managing Director, Mr Ward,
is the only executive Director.
Three of the six Directors, rather
than a majority, are considered to be
independent in terms of our board
charter (ASX recommendation 2.1).
Messrs Crommelin (Chairman),
Henley and Cowper are regarded as
independent of management and free
of any business or other relationship
that would materially interfere with
their unfettered and independent
judgement and ability to act in the best
interests of the Company. Materiality
thresholds are assessed on a case-
by-case basis from the perspective of
both the Company and each Director.
In considering the question of
independence, the board takes into
account the ASX Corporate Governance
Council’s guidelines and is not aware
of any relationship that would affect
the independence of the Directors
whom it regards as independent.
As an executive of the Company’s
adviser, Morgans, Mr Crommelin brings
extensive knowledge and expertise to
our board in areas such as corporate
finance, risk management and
acquisitions. The board considers that
his role with Morgans does not interfere
with his independence as a Director of
the Company in any material respect.
Mr Henley, with over 30 years’ local
and international experience in the
financial services industry and a
former Chairman and Chief Executive
Officer of GE Money Motor Solutions,
also provides substantial contribution
as a Director of the Company.
Mr Cowper brings a wealth of industry
knowledge to the board, having
specialised in providing audit, financial
and taxation services to companies in
the motor industry, chaired the motor
industry specialisation unit of Horwath
Chartered Accountants for six years
and been the Company’s lead audit
partner for seven years at Horwath and
Deloitte Touche Tohmatsu until 2008.
In addition to the independent Directors,
the board derives significant benefit
from the expertise and experience of
Messrs Politis and Ryan. Mr Politis
has vast industry experience and is a
Director and controlling shareholder
of the Company’s largest shareholder,
WFM Motors Pty Ltd. Mr Ryan has
significant management experience
in the automotive and other industries
and is a Director and Chief Executive
Officer of WFM Motors Pty Ltd.
This combination of Directors
provides balance on the board.
To assist in the proper discharge of
their duties, Directors are entitled
to obtain independent professional
advice at the Company’s expense
with the Chairman’s prior approval,
not to be unreasonably withheld.
Nomination Committee
The board as a whole acts as a
nomination committee and believes
it is not necessary to establish a
separate nomination committee or
a formal policy for the nomination
and appointment of Directors (ASX
recommendations 2.4 and 2.6).
If a vacancy occurs the board
identifies candidates with appropriate
knowledge, experience, expertise
and competencies having regard to
various factors including our strategic
and operational requirements
and the attributes and diversity of
incumbent Directors. Candidates
require a disposition that would
enable them to offer and resolve
differing views and ask discerning
questions. They are made aware of
the time commitments needed of our
Directors. Appointments are made
on a non-discriminatory basis.
Newly appointed Directors are provided
with an induction program to allow
them to participate fully, actively
and effectively in board decision-
making at the earliest opportunity.
Non-executive Directors are required
to retire periodically and may re-
submit themselves for re-election
by shareholders in accordance with
the Corporations Act, the ASX listing
rules and the Company’s constitution.
Board Evaluation
Under the board charter, the Chairman
is responsible for ensuring that board
meetings are conducted competently
and ethically and that Directors
individually and as a group have
opportunities to air differences, explore
ideas and generate the collective views
and wisdom necessary for the proper
operation of the board and Company. In
this context, the Chairman undertakes
a continuous review of the performance
and contribution of individual
Directors, whilst the board as a whole
conducts an ongoing evaluation of its
performance and that of its committee.
Details of each Director’s term in
office, qualifications, professional
skills, experience, expertise and
responsibilities are set out on page 3.
Principle 3
Promote ethical and responsible
decision-making
We have established a range of
procedures, practices and policies
rather than a specific code of
conduct (ASX recommendation 3.1),
which promote and encourage:
•
ethical and responsible
decision-making
19
A.P. Eagers ANNUAL REPORT 2014 CORPORATE GOVERNANCE
STATEMENT
(continued)
• compliance with legal obligations
•
•
the reporting of suspected
violations of laws and unethical
business practices
the fair, impartial and prompt
consideration at an appropriate
level of any grievances raised by
employees and other stakeholders
These help to foster a culture of
compliance and maintain confidence
in the Company’s integrity.
They are incorporated into an
“Employee Information and Policy
Manual” which is provided to all
new employees and Directors.
Diversity
We recognise the value and
inherent benefits in having a diverse
workforce and our diversity policy is
available on our website. The board
has set the following objectives
for achieving gender diversity:
•
Establishment of a Female Employee
Network to support the professional
development of women and
discuss how more women might
be attracted into our workforce.
Our Female Employee Network
is well established within the
group. Meeting agendas are
based on criteria established by
the Workplace Gender Equality
Agency. Recommendations from
the network are for discussion with
senior management and issues
are actioned as appropriate.
We are also working with a
specialist training and development
organisation for female leaders to:
•
•
•
increase and prepare the
pipeline of female talent ready
to move into more senior roles.
support women in becoming
champions of change
for gender diversity.
help us enhance our culture
of gender diversity.
•
Review of payroll system to determine
whether there is equity in pay for
men and women doing similar
roles in similar circumstances.
20
This annual review has concluded
that equity in pay does exist in
our group. The issue of equity in
pay has also been considered by
our Female Employee Network,
with no issues of pay inequality
identified. The salary data
provided to the Workplace Gender
Equality Agency in 2014 also
demonstrates that we had equity
in pay for people doing similar
roles in similar circumstances.
•
Provision of diversity
training for managers.
Our Managing Workplace
Behaviour training programme for
managers continues across the
group. In addition to raising the
awareness of our commitment to
our diversity policy and objectives,
the training assists managers to
identify how they can positively
influence workplace diversity
within their businesses.
•
Demonstrate our commitment
to the diversity policy by widely
communicating its content
and these objectives.
Our diversity policy and objectives
are included within the content of
the diversity training for managers
and are discussed within team
meetings. They have also been
placed on our intranet site for all
staff to view and on our internet site.
The automotive industry has traditionally
been more attractive to male than
female employees. This is exacerbated
in vehicle servicing and parts supply
operations which employed 59% of
our total 3,466 employees at the end
of 2014. In our servicing and parts
operations, 9% of employees were
women. Whilst in our other operations,
32% of employees were women. 19%
of our total employees and 8% of our
65 General Managers were women,
with no female members of the board.
Principle 4
Safeguard integrity in
financial reporting
Our Audit, Risk & Remuneration
Committee is comprised of three
independent non-executive Directors -
Messrs Cowper (Committee Chairman),
Henley and Crommelin. Committee
members’ qualifications, experience
and attendance at committee meetings
are detailed on pages 3 and 4.
The Committee Chairman may invite
any member of management, the
external or internal auditor or any
other person to attend committee
meetings. The committee may
also meet with any person without
management in attendance.
As set out in the committee
charter (which is available on our
website), the committee reviews
and makes recommendations
to the board in relation to:
•
•
•
•
Accounting Practices and Tax –
annual and half yearly financial
reports, significant accounting
policy changes, the adequacy and
effectiveness of reporting and
accounting controls and practices
and material taxation matters
External Audit – the external
auditor’s appointment (including
procedures for the selection
and appointment of the auditor
and for the rotation of the audit
engagement partner), fees, audit
plan, performance, independence,
provision of non-audit services
and management letters
Internal Audit – the internal
audit charter, plan, reports and
independence, the provision
of non-audit services and any
restrictions on the auditor
Risk Management – the
adequacy and effectiveness of
risk management and internal
control systems and the
standard of corporate conduct
in arms-length dealings and
likely conflicts of interest
• Remuneration matters
Principle 5
Make timely and balanced disclosure
We understand and respect that
prompt disclosure of price-sensitive
information is central to the efficient
operation of the ASX’s securities
market. Policies have been adopted
requiring compliance with applicable
regulatory requirements including
ASX listing rules and noting both
a legal and moral responsibility to
conform with these obligations.
A.P. Eagers ANNUAL REPORT 2014
CORPORATE GOVERNANCE
STATEMENT
(continued)
ASX continuous disclosure obligations
and any share transactions by Directors
are considered at each scheduled
board meeting as standing agenda
items. Directors have also entered into
agreements with the Company, which
require them to provide all information
necessary to enable the Company to
comply with disclosure obligations.
Our securities trading policy (which
is available on the Company’s
website) confirms the agreement by
Directors to inform the Company of
changes in their relevant interests
as soon as reasonably possible
and within three business days.
The Company Secretary oversees
disclosure of information to the ASX.
Principle 6
Respect the rights of shareholders
Effective communication with
shareholders is important. We keep
shareholders properly informed through
the following means notwithstanding the
absence of a specific communications
policy (ASX recommendation 6.1):
•
•
reports to the ASX and
media releases
half year and full year profit
announcements and market
updates, as appropriate
• annual reports
•
•
Chairman and Chief Executive
Officer addresses to our
annual general meeting
reports and announcements
on our website
Shareholders are encouraged to attend
and participate in our annual general
meeting by submitting questions and
comments through the Chairman
either before or during the meeting.
The external auditor also attends
our annual general meeting to
answer questions about the audit
and independent audit report.
Principle 7
Recognise and manage risk
Risk Management Framework
We place a high priority on the
identification of material risks and
opportunities. By understanding and
managing risk, greater certainty
and confidence can be provided
to shareholders, employees,
customers, franchise partners
and other stakeholders.
Our risk management policy is
available on our website. In accordance
with the policy, we have established
the following framework for the
oversight and management of risk.
The board is responsible for:
•
•
•
•
overseeing our risk
management function
ensuring a sound system of risk
oversight, management and
internal control is in place
ensuring material business
risks are effectively managed
monitoring and reporting on any
material changes to our risk profile
The Audit, Risk & Remuneration
Committee assists the board by
monitoring, assessing and reporting
on the effectiveness of our risk
management system and reviewing
the internal audit function. The
internal audit function operates
independently of, but in consultation
with, the external auditor.
In addition, the Chief Financial Officer
is responsible for the establishment,
implementation and maintenance
of our risk management system.
These controls are intended to assist
in managing risk at acceptable
levels taking into account our
objectives, business model, industry,
market environment, ownership
structure and appetite for risk.
Group Risk Register
Within the framework outlined
above, management has designed
and implemented a system of risk
management and internal control. The
system includes a group risk register
methodology. Material business risks
have been identified and prioritised so
they may be managed appropriately.
The Audit, Risk & Remuneration
Committee monitors, reviews and
reports to the board on our risk
management performance. Through
the committee, the executive
has reported to the board on the
effectiveness of our management
of material business risks and it is
satisfied that the risk management
process enables material risks to be
appropriately identified, prioritised,
monitored and managed. Strategic
risks and opportunities are reported
to the board on an ongoing basis.
CEO & CFO declaration
The Chief Executive Officer and
Chief Financial Officer have
declared that in their opinion:
•
•
•
our financial records have
been properly maintained in
accordance with section 286
of the Corporations Act
the financial statements comply
with accounting standards
the financial statements give a
true and fair view of our financial
position and performance
The Chief Executive Officer and
Chief Financial Officer have also
confirmed that their declaration was
founded on a sound system of risk
management and internal control
and that the system was operating
effectively in all material respects in
relation to financial reporting risks.
Principle 8
Remunerate fairly and responsibly
The Audit, Risk & Remuneration
Committee reviews and makes
recommendations on remuneration
matters including arrangements
for non-executive Directors and
the Chief Executive Officer.
The remuneration report details
remuneration arrangements of
Directors and senior executives. It
clearly distinguishes the structure of
non-executive Directors’ remuneration
from that of the Chief Executive
Officer and other senior executives.
Consistent with the ASX Corporate
Governance Council’s guidelines,
there is no retirement benefits plan
for non-executive Directors.
Our securities trading policy prohibits
participants in any employee
equity plan from using derivatives,
hedging or similar arrangements to
reduce or eliminate risk in relation
to securities that are unvested or
subject to trading restrictions,
without the Chairman’s approval.
21
A.P. Eagers ANNUAL REPORT 2014
22
A.P. Eagers ANNUAL REPORT 2014 FINANCIAL
STATEMENTS A.P. EAGERS LIMITED ABN 87 009 680 013
For the year ended 31 December 2014
Statement of Profit or Loss
Statement of Profit or Loss
and Other Comprehensive Income
Statement of Financial Position
Statement of Changes in Equity
Statement of Cash Flows
Notes to and forming part of
the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
24
25
26
27
28
29
87
88
23
A.P. Eagers ANNUAL REPORT 2014 STATEMENT OF PROFIT OR LOSS
FOR THE YEAR ENDED 31 DECEMBER 2014
Revenue
Other gains and losses excluding impairment
CONSOLIDATED
2014
$'000
2013
$'000
2,858,113
2,672,813
3,892
2,000
Note
3
4
Share of net profits of associate
40(d)
4,939
1,959
Changes in inventories of finished goods
and work in progress
Raw materials and consumables purchased
Employee benefits expense
Finance costs
Depreciation and amortisation expense
Impairment of non-current assets
Other expenses
Profit before tax
Income tax expense
Profit for the year
Attributable to:
Owners of the parent
Non-controlling interests
Earnings per share:
Basic earnings per share
Diluted earnings per share
59,463
(749)
(2,385,160)
(2,193,541)
(244,776)
(224,649)
(22,080)
(23,188)
(12,583)
(12,354)
(578)
-
(158,390)
(135,581)
5(a)
5(a)
5(b)
102,840
86,710
6
(26,150)
(22,748)
76,690
63,962
27(b)
29(c)
76,230
460
76,690
63,609
353
63,962
Cents
Cents
37
37
43.0
41.6
36.4
35.3
The above Statement of Profit or Loss is to be read in conjunction with the accompanying notes.
24
A.P. Eagers ANNUAL REPORT 2014
STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2014
Profit for the year
Other Comprehensive Income
Items that will not be reclassified subsequently to profit or loss:
Note
CONSOLIDATED
2014
$'000
2013
$'000
76,690
63,962
Gain on revaluation of property
Income tax relating to items that will not be reclassified subsequently
27(a)
27(a)
(1,692)
508
3,203
(961)
Items that may be reclassified subsequently to profit or loss:
Gain on revaluation of available for sale Investment
Income tax expense
Fair value gain/(loss) arising from cash flow hedges during the year
Income tax (expense)/benefit
27(a)
27(a)
27(a)
27(a)
Total other comprehensive income for the year
Total comprehensive income for the year
Total comprehensive income attributable to:
Owners of the parent
Non-controlling interests
(1,184)
2,242
1,296
(389)
907
22,795
(6,839)
15,956
77
(24)
53
1,003
(300)
703
(224)
18,901
76,466
82,863
76,006
460
76,466
82,510
353
82,863
The above Statement of Profit or Loss and Other Comprehensive Income is to be read in conjunction
with the accompanying notes.
25
A.P. Eagers ANNUAL REPORT 2014
STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 31 DECEMBER 2014
Current Assets
Cash and cash equivalents
Trade and other receivables
Leasebook receivables
Inventories
Other
Property assets held for sale
Property sale receivable
Total Current Assets
Non-Current Assets
Property sale receivables
Other loans receivable
Available-for-sale investments
Investment in associate
Property, plant and equipment
Intangible assets
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Derivative financial instruments
Borrowings - bailment and finance lease payable
Current tax liabilities
Provisions
Total Current Liabilities
Non-Current Liabilities
Borrowings - others
Derivative financial instruments
Deferred tax liabilities
Provisions
Total Non-Current Liabilities
Total Liabilities
Net Assets
Equity
Contributed equity
Reserves
Retained earnings
Equity attributable to equity holders of the parent
Non-controlling Interest
Total Equity
Note
8
9(a)
9(b)
10
11
11(a)
11(b)
12(a)
12(b)
13
14
15
16
17
18
19(a)
20
21
22(a)
18
23
24
26(a)
27(a)
CONSOLIDATED
2014
$'000
2013
$'000
23,777
105,792
-
469,205
1,884
600,658
27,781
6,717
635,156
18,826
9,787
234,391
1,620
292,485
165,733
722,842
12,106
94,919
11
409,742
7,301
524,079
21,612
-
545,691
-
1,437
195,195
4,327
344,956
125,259
671,174
1,357,998
1,216,865
128,038
188
363,153
12,979
20,709
525,067
216,646
934
17,350
6,945
241,875
103,590
665
303,811
6,203
17,389
431,658
211,078
534
27,483
6,987
246,082
766,942
677,740
591,056
539,125
242,070
99,020
242,480
583,570
7,486
591,056
231,205
108,612
198,369
538,186
939
539,125
The above Statement of Financial Position is to be read in conjunction with the accompanying notes.
26
A.P. Eagers ANNUAL REPORT 2014
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2014
CONSOLIDATED
2014
Balance at 1 January 2014
Asset
revaluation
reserve
Hedging
reserve
Share-
based
payments
reserve
Investment
revaluation
reserve
Retained
earnings
Attributable
to owners
of the
parent
Non
Controlling
Interest
$'000
$'000
$'000
$’000
$'000
$'000
$'000
Issued
capital
$'000
Total
$’000
231,205
73,278
(839)
4,883
31,290
198,369 538,186
939
539,125
Profit for the year
Other comprehensive income/(loss)
Total comprehensive income
for the year
-
-
-
(1,184)
-
(1,184)
Share based payments
Transfer to retained earnings
Issue of shares – others
Issue of shares to staff
Issue of shares to non-
controlling entity
Payment of dividend
-
-
9,788
1,077
-
(10,426)
-
-
-
-
-
-
-
53
53
-
-
-
-
-
-
-
-
-
2,135
-
-
(1,077)
-
-
-
907
76,230
-
76,230
(224)
460
-
76,690
(224)
907
76,230
76,006
460
76,466
-
-
-
-
-
-
-
10,426
-
-
2,135
-
9,788
-
-
-
-
-
2,135
-
9,788
-
(75)
(42,470)
(75)
(42,470)
6,929
(842)
6,854
(43,312)
Balance 31 December 2014
242,070
61,668
(786)
5,941
32,197
242,480
583,570
7,486
591,056
2013
Balance at 1 January 2013
206,277
71,053
(1,542)
5,791
15,334
171,113 468,026
510
468,536
Profit for the year
Other comprehensive income/(loss)
Total comprehensive income
for the year
-
-
-
-
2,242
-
703
-
-
-
15,956
63,609
-
63,609
18,901
353
-
63,962
18,901
2,242
703
-
15,956
63,609
82,510
353
82,863
Share based payments
Transfer to retained earnings
Issue of shares under DRP
Issue of shares – others
Issue of shares to staff
Issue of shares to non-
controlling entity
Payment of dividend
-
-
22,161
231
2,536
-
-
-
(17)
-
-
-
-
-
-
-
-
-
-
-
-
1,453
-
-
-
(2,361)
-
-
-
-
-
-
-
-
-
-
17
-
-
-
1,453
-
22,161
231
175
-
-
-
-
1,453
-
22,161
231
175
-
(36,370)
-
(36,370)
272
(196)
272
(36,566)
Balance 31 December 2013
231,205
73,278
(839)
4,883
31,290
198,369
538,186
939
539,125
The above Statement of Changes in Equity is to be read in conjunction with the accompanying notes.
27
A.P. Eagers ANNUAL REPORT 2014
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2014
Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Receipt from insurance claims
Dividends received
Interest received
Interest and other costs of finance paid
Income taxes paid
Note
CONSOLIDATED
2014
$’000
2013
$’000
3,089,003
2,919,290
(2,980,908)
(2,808,229)
19,689
19,733
866
(21,829)
(28,409)
162
11,064
1,220
(22,943)
(24,597)
Net cash provided by operating activities
38
98,145
75,967
Cash flows from investing activities
Payments for shares in other corporations
Payment for acquisition of businesses
Payment for acquisition of brand name
Payments for property, plant and equipment
Proceeds from sale of property, plant and equipment
Proceeds from sale of businesses
Net cash used in investing activities
Cash flows from financing activities
Receipt from issue of shares
Proceeds from borrowings
Repayment of borrowings
Dividends paid to minority shareholders of a subsidiary
Dividends paid to members of A.P. Eagers Limited
Net cash used in financing activities
29(a)
(37,901)
(36,818)
-
(8,731)
37,538
900
(56,777)
(7,137)
(207)
(14,529)
15,411
900
(45,012)
(62,339)
1,077
58,000
2,684
32,078
(57,584)
(30,873)
(485)
-
(42,470)
(14,127)
(41,462)
(10,238)
Net increase in cash and cash equivalents
11,671
3,390
Cash and cash equivalents at the beginning of the financial year
12,106
8,716
Cash and cash equivalents at the end of the financial year
8
23,777
12,106
The above Statement of Cash Flows is to be read in conjunction with the accompanying notes.
28
A.P. Eagers ANNUAL REPORT 2014
NOTES TO AND FORMING PART OF
THE FINANCIAL STATEMENTS
31 DECEMBER 2014
1. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
(a)
General information and basis
of preparation
The financial report covers the
Group (consolidated entity) of A.P.
Eagers Limited and its subsidiaries
(consolidated financial statements).
A.P. Eagers Limited is a publicly
listed company incorporated
and domiciled in Australia.
This general purpose financial report
has been prepared in accordance
with Australian equivalents to
International Financial Reporting
Standards (AIFRS), other authoritative
pronouncements of the Australian
Accounting Standards Board,
Australian Accounting Interpretations
and the Corporations Act 2001.
For the purpose of preparing
the financial statements, the
company is a for profit entity.
Compliance with IFRS
The financial report complies with
Australian Accounting Standards,
which include AIFRS. Compliance
with AIFRS ensures that the financial
report, comprising the financial
statements and notes thereto,
complies with International Financial
Reporting Standards (IFRS).
Historical cost convention
These financial statements
have been prepared under the
historical cost convention, as
modified by the revaluation of
financial assets, derivatives and
certain classes of property, plant
and equipment to fair value.
Fair Value is the price that would
be received to sell an asset or paid
to transfer a liability in an orderly
transaction between market
participants at the measurement
date, regardless of whether that price
is directly observable or estimated
using another valuation technique. In
estimating the Fair value of an asset or
a liability, the Group takes into account
the characteristics of the asset or
liability if market participants would
take those characteristics into account
when pricing the asset or liability at
the measurement date. Fair value
for measurement and/or disclosure
purposes in these consolidated
financial statements is determined
on such a basis, except for share-
based payment transactions that are
within the scope of IFRS 2, leasing
transactions that are within the scope
of IAS 17, and measurements that have
some similarities to fair value but are
not fair value, such as net realisable
value in IAS 2 or value in use in IAS 36.
In addition, for financial reporting
purposes, fair value measurements
are categorised into Level 1, 2 or 3
based on the degree to which the
inputs to the fair value measurements
are observable and the significance
of the inputs to the fair value
measurements in its entirety,
which are described as follows:
• Level 1 inputs are quoted prices
(unadjusted) in active markets
for identical assets or liabilities
that the entity can access at
the measurement date;
• Level 2 inputs are inputs, other
than quoted prices included
within Level 1, that are observable
for the asset or liability, either
directly or indirectly; and
• Level 3 inputs are unobservable
inputs for the asset or liability.
Functional and presentation currency
The functional and presentation currency
of the Group is the Australian Dollar.
The financial statements were
authorised for issue by the
directors on the 25th March 2015.
Accounting Policies
The following is a summary of the
material accounting policies adopted in
the preparation of the financial report. The
accounting policies have been consistently
applied, unless otherwise stated.
(b) Basis of consolidation
The consolidated financial statements
incorporate the financial statements
of A.P. Eagers Limited (The Company)
and entities (including structured
entities) controlled by the Company
and its subsidiaries. Control is
achieved when the Company:
• has power over the investee;
•
is exposed, or has rights, to variable
returns from its involvement
with the investee; and
• has the ability to use its power
to affect its returns.
The Company reassesses whether or
not it controls an investee if facts and
circumstances indicate that there are
changes to one or more of the three
elements of control listed above.
When the company has less than
a majority of the voting rights of
an investee, it has power over the
investee when the voting rights are
sufficient to give it the practical
ability to direct the revelant activities
of the investee unilaterally.
29
A.P. Eagers ANNUAL REPORT 2014
1. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (continued)
The Company considers all revelant
facts and circumstances in assessing
whether or not the Company’s voting
rights in an investee are sufficient
to give it power, including:
•
the size of the Company’s holding
of voting rights relative to the
size and dispersion of holdings
of the other vote holders;
• potential voting rights held
by the Company, other vote
holders or other parties;
• rights arising from other
contractual arrangements; and
• any additional facts and
circumstances that indicate that
the Company has, or does not
have, the current ability to direct
the revelant activities at the time
that decisions need to be made,
including voting patterns at
previous shareholders’ meetings.
Consolidation of a subsidiary begins
when the Company obtains control
over the subsidiary and ceases when
the Company loses control of the
subsidiary. Specifically, income and
expenses of a subsidiary acquired
or disposed of during the year
are included in the consolidated
statement of profit or loss and other
comprehensive income from the
date the company gains control
until the date when the Company
ceases to control the subsidiary.
Profit or loss and each component
of other comprehensive income
are attributed to the owners of the
Company and to the non-controlling
interests. Total comprehensive income
of subsidiaries is attributed to the
owners of the Company and to the non-
controlling interests even if this results
in the non-controlling interests having
a deficit balance. When necessary,
adjustments are made to the financial
statements of subsidiaries to bring
their accounting policies into line with
the Group’s accounting policies.
All intragroup assets and liabilities,
equity, income, expenses and cash
flows relating to transactions
between members of the Group are
eliminated in full on consolidation.
(i)
Changes in the Groups ownership
interests in existing subsidiaries.
Changes in the Group’s ownership
interests in subsidiaries that do not
result in the Group losing control over
the subsidiaries are accounted for
as equity transactions. The carrying
amounts of the Group’s interests and
the non-controlling interests are
adjusted to reflect the changes in their
relative interests in the subsidiaries.
Any difference between the amount
by which the non-controlling interests
are adjusted and the fair value of
the consideration paid or received
is recognised directly in equity and
attributed to owners of the Company.
When the Group loses control
of a subsidiary, a gain or loss is
recognised in profit or loss and is
calculated as the difference between
(i) the aggregate of the fair value of
the consideration received and the
fair value of any retained interest
and (ii) the previous carrying amount
of the assets (including goodwill),
and liabilities of the subsidiary and
any non-controlling interests. All
amounts previously recognised in other
comprehensive income in relation to
that subsidiary are accounted for as
if the Group had directly disposed of
the related assets or liabilities of the
subsidiary (i.e. reclassified to profit
or loss or transferred to another
category of equity as specified/
permitted by applicable AASBs). The
fair value of any investment retained
in the former subsidiary at the date
when control is lost is regarded as
the fair value on initial recognition for
subsequent accounting under AASB
139, when applicable, the cost on
initial recognition of an investment
in an associate or a joint venture.
(ii) Investments in associates
An associate is an entity over
which the Group has significant
influence. Significant influence
is the power to participate in the
financial and operating policy
decisions of the investee but is
not control over those policies.
The results and assets and liabilities
of associates are incorporated in these
consolidated financial statements
using the equity method of accounting,
except when the investment, or a
portion thereof, is classified as held
for sale, in which case it is accounted
for in accordance with AASB 5. Under
the equity method, an investment in
an associate is initially recognised
in the consolidated statement of
financial position at cost and adjusted
thereafter to recognise the Group’s
share of the profit or loss and other
comprehensive income of the associate.
When the Group’s share of losses
of an associate exceeds the Group’s
interest in that associate (which
includes any long-term interests that,
in substance, form part of the Group’s
net investment in the associate), the
Group discontinues recognising its
share of further losses. Additional
losses are recognised only to the extent
that the Group has incurred legal
or constructive obligations or made
payments on behalf of the associate.
An investment in an associate is
accounted for using the equity method
from the date on which the investee
becomes an associate. On acquisition
of the investment in an associate, any
excess of the cost of the investment
over the Group’s share of the net fair
value of the identifiable assets and
liabilities of the investee is recognised
as goodwill, which is included within
the carrying amount of the investment.
Any excess of the Group’s share of
the net fair value of the identifiable
assets and liabilities over the cost of
the investment, after reassessment,
is recognised immediately in profit
or loss in the period in which
the investment is acquired.
30
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) The Group continues to use the equity
method when an investment in an
associate becomes an investment
in a joint venture or an investment
in a joint venture becomes an
investment in an associate. There is
no remeasurement to fair value upon
such changes in ownership interests.
When the Group reduces its ownership
interest in an associate but the Group
continues to use the equity method,
the Group reclassifies to profit or loss
the proportion of the gain or loss that
had previously been recognised in
other comprehensive income relating
to that reduction in ownership interest
if that gain or loss would be classified
to profit or loss on the disposal of
the related assets or liabilities.
When a Group entity transacts with
an associate of the Group, profits
and losses resulting from the
transactions with the associate are
recognised in the Group’s consolidated
financial statements only to the
extent of interests in the associate
that are not related to the Group.
(c) Operating segments
Operating segments are identified
based on internal reports that are
regularly reviewed by the entity’s
chief operating decision maker in
order to allocate resources to the
segment and assess its performance.
The Group has four operating segments
being (i) Car Retail (ii) Truck Retail
(iii) Property (iv) Investments. Currently
the segment of “Other” is not required.
(d) Revenue
(i) Sales revenue
Revenue from the sales of motor
vehicles and parts is recognised when
the buyer has accepted the risks and
rewards of ownership, generally
by taking delivery of the goods.
1. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (continued)
The requirements of AASB 139
are applied to determine whether
it is necessary to recognise any
impairment loss with respect to the
Group’s investment in an associate.
When necessary, the entire carrying
amount of the investment (including
goodwill) is tested for impairment of
assets as a single asset by comparing
its recoverable amount (higher of
value in use and fair value less costs
to sell) with its carrying amount. Any
impairment loss recognised forms
part of the carrying amount of the
investment. Any reversal of that
impairment loss is recognised in
accordance with AASB 136 to the extent
that the recoverable amount of the
investment subsequently increases.
The Group discontinues the use of
the equity method from the date
when the investment ceases to be an
associate, or when the investment is
classified as held for sale. When the
Group retains an interest in the former
associate and the retained interest is
a financial asset, the Group measures
the retained interest at fair value at
that date and the fair value is regarded
as its fair value on initial recognition
in accordance with AASB 139. The
difference between the carrying
amount of the associate at the date the
equity method was discontinued, and
the fair value of any retained interest
and any proceeds from disposing of a
part interest in the associate is included
in the determination of the gain or
loss on disposal of the associate. In
addition, the Group accounts for all
amounts previously recognised in other
comprehensive income in relation to
that associate on the same basis as
would be required if that associate
had directly disposed of the related
assets or liabilities. Therefore, if a
gain or loss previously recognised
in other comprehensive income by
that associate would be reclassified
to profit or loss on the disposal of
the related assets or liabilities, the
Group reclassifies the gain or loss
from equity to profit or loss (as a
reclassification adjustment) when
the equity method is discontinued.
(ii) Service revenue
Service work on customers’ motor
vehicles is carried out under
instructions from the customer.
Service revenue is recognised based
upon the percentage completion of
the work requested. The percentage
completion is measured by reference
to labour hours incurred to date as a
percentage of estimated total labour
hours for the service to be performed.
Revenue arising from the sale of parts
fitted to customers’ vehicles during
service is recognised upon delivery
of the fitted parts to the customer
upon completion of the service.
(iii) Rental income
Rental income from operating leases
is recognised in income on a straight-
line basis over the lease term.
(iv) Interest revenue
Interest revenue is recognised on a
time proportional basis, taking into
account the effective interest rates
applicable to the financial assets.
(v) Dividend revenue
Dividend revenue is recognised
when the right to receive a
dividend has been established.
Dividends received from associates
are accounted for in accordance with
the equity method of accounting in the
consolidated financial statements.
(vi) Goods and Services Tax (GST)
All revenue is stated net of the amount
of Goods and Services Tax (GST).
(e) Finance costs
Borrowing costs are recognised as
expenses in the period in which they
are incurred. Borrowing costs include:
•
•
interest on bank overdrafts, short
and long-term borrowings
interest on vehicle bailment
arrangements
•
interest on finance lease liabilities
• amortisation of ancillary costs
incurred in connection with the
arrangement of borrowings
31
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 1. SUMMARY OF SIGNIFICANT
(ii) Goods and services tax (“GST”)
(h) Business combinations
Revenues, expenses and assets are
recognised net of the amount of
GST except:
• where the GST incurred on a
purchase of goods and services is
not recoverable from the taxation
authority, in which case the GST is
recognised as part of the cost of
acquisition of the asset or as part of
the expense item as applicable; and
• receivables and payables 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
statement of financial position.
Cash flows are included in the
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.
Commitments and contingencies
are disclosed net of the amount of
GST recoverable from, or payable
to, the taxation authority.
(g) Leases
Leases in which a significant portion
of the risks and rewards of ownership
are retained by the lessor are classified
as operating leases. Payments made
under operating leases (net of any
incentives received from the lessor) are
charged to profit or loss on a straight-
line basis over the period of the lease.
ACCOUNTING POLICIES (continued)
(f)
Taxes
(i)
Income tax
The income tax expense or revenue
for the period is the tax payable on
the current period’s taxable income
based on the notional income tax
rate for each jurisdiction, adjusted by
changes in deferred tax assets and
liabilities attributable to temporary
differences between the tax bases
of assets and liabilities and their
carrying amounts in the financial
statements, and to unused tax losses.
Deferred tax assets and liabilities are
recognised for temporary differences
at the tax rates expected to apply when
the assets are recovered or liabilities
are settled, based on those tax rates
which are enacted or substantively
enacted for each jurisdiction. The
relevant tax rates are applied to the
cumulative amounts of deductible
and taxable temporary differences
to measure the deferred tax asset
or liability. An exception is made for
certain temporary differences arising
from the initial recognition of an asset
or a liability. No deferred tax asset
or liability is recognised in relation
to these temporary differences if
they arose in a transaction, other
than a business combination,
that at the time of the transaction
did not affect either accounting
profit or taxable profit or loss.
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.
Current and deferred tax balances
attributable to amounts recognised
directly in equity are also
recognised directly in equity.
The purchase method of accounting
is used for all business combinations
regardless of whether equity instruments
or other assets are acquired. Cost is
measured as the fair value of the assets
given, shares issued or liabilities incurred
or assumed at the date of exchange.
Acquisition related costs are recognised
in profit or loss as incurred. Where equity
instruments are issued in an acquisition,
the value of the instruments is their
published market price as at the date of
exchange unless, in rare circumstances,
it can be demonstrated that the published
price at the date of exchange is an
unreliable indicator of fair value and that
other evidence and valuation methods
provide a more reliable measure of
fair value. Transaction costs arising
on the issue of equity instruments
are recognised directly in equity.
Identifiable assets acquired and
liabilities and contingent liabilities
assumed in a business combination are
measured initially at their fair values at
the acquisition date, irrespective of the
extent of any non-controlling interest.
The excess of the cost of acquisition
over the fair value of the Group’s share
of the identifiable net assets acquired is
recorded as goodwill (refer to Note 1(s)).
If the cost of acquisition is less than
the fair value of the net assets of the
subsidiary acquired, the difference is
recognised directly in profit or loss
but only after are assessment of
the identification and measurement
of the net assets acquired.
Where settlement of any part of cash
consideration is deferred, the amounts
payable in the future are discounted to
their present values as at the date of
acquisition. The discount rate used is the
incremental borrowing rate, being the
rate at which a similar borrowing could be
obtained from an independent financier
under comparable terms and conditions.
If the initial accounting for a business
acquisition is incomplete by the end
of the reporting period in which the
combination occurs, the consolidated
entity reports provisional amounts for the
items for which accounting is incomplete.
The provisional amounts are adjusted
during the measurement period (no
longer than 12 months from the initial
acquisition) on a retrospective basis by
restating the comparative information
presented in the financial statements.
32
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 1. SUMMARY OF SIGNIFICANT
(j) Cash and cash equivalents
(l)
Inventories
New motor vehicles are stated at
the lower of cost and net realisable
value. Demonstrator vehicles are
stated at the lower of cost and net
realisable value. Costs are assigned
on the basis of specific identification.
Used motor vehicles are stated at
the lower of cost and net realisable
value on a unit by unit basis. Net
realisable value has been determined
by reference to the likely net realisable
value given the age of the vehicles
at year end. Costs are assigned on
the basis of specific identification.
Spare parts and accessories are
stated at the lower of cost and
net realisable value. Costs are
assigned to individual items on the
basis of weighted average cost.
Work in progress is stated at cost.
Cost includes labour incurred to date
and consumables utilised during
the service. Costs are assigned
to individual customers on the
basis of specific identification.
ACCOUNTING POLICIES (continued)
(i)
Impairment of long lived assets
(excluding goodwill)
Assets that have an indefinite useful
life are not subject to amortisation and
are tested annually for impairment.
Assets that are subject to amortisation
are reviewed 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 less costs to sell
and its value in use. For the purposes
of assessing impairment, assets are
grouped at the lowest levels for which
there are separately identifiable cash
flows (cash-generating units “CGU”)
and these cash flows are discounted
using the estimated weighted average
cost of capital of the asset/CGU. An
impairment loss is recognised in
profit or loss immediately, unless the
relevant asset is carried at fair value,
in which case the impairment loss is
treated as a revaluation decrease (refer
Note 1(p)). Where an impairment loss
subsequently reverses, the carrying
amount of the asset (cash-generating
unit) is increased to the revised
estimate of its recoverable amount, but
only to the extent that the increased
carrying amount does not exceed
the carrying amount that would have
been determined had no impairment
losses been recognised for the asset
(cash-generating unit) in prior years.
A reversal of an impairment loss is
recognised in profit or loss immediately,
unless the relevant asset is carried at
fair value,in which case, the reversal
of the impairment loss is treated as a
revaluation increase (refer Note1(p)).
Cash and cash equivalents include
cash on hand, deposits held at call with
financial institutions, other short-
term, highly liquid investments with
original maturities 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, and bank overdrafts.
Bank overdrafts are shown within
borrowings in current liabilities on
the statement of financial position.
(k) Receivables
Leasebook receivables
A receivable is recognised for this class
of debtor when the loan documentation
is signed. The carrying amount of
the debt is net of unearned income.
Income from lease and mortgage
loan contracts is brought to account
in accordance with a method that
ensures that income earned over the
term of the contract bears a constant
relationship to the funds employed.
Trade receivables
Trade receivables are recognised initially
at fair value and subsequently measured
at amortised cost, less provision for
doubtful debts. Trade receivables are
due for settlement no more than
60 days from the date of recognition.
In respect of trade and lease book
receivables, collectability is reviewed
on an ongoing basis. Debts which are
known to be uncollectible are written off.
A provision for doubtful debts is raised
where some doubt as to collectability
exists. The amount of the provision
is the difference between the asset’s
carrying amount and the present
value of estimated future cash flows,
discounted at the effective interest
rate. The amount of the provision
is recognised in profit or loss.
33
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) The Group assesses at each balance
date whether there is objective
evidence that a financial asset or group
of financial assets is impaired. In the
case of equity securities classified
as available-for-sale, a significant or
prolonged decline in fair value of a
security below its cost is considered
in determining whether the security is
impaired. If any such evidence exists
for available-for-sale financial assets,
the cumulative loss measured as the
difference between the acquisition
cost and the current fair value, less
any impairment loss on that financial
asset previously recognised in profit
or loss - is removed from equity
and recognised in profit or loss.
(ii) Loans and receivables
Loans and receivables are non
derivative financial assets with fixed
or determinable payments that are not
quoted in an active market. They arise
when the Group provides money, goods
or services directly to a debtor with no
intention of selling the receivable. They
are included in current assets, except
for those with maturities greater than
12 months after the balance date which
are classified as non-current assets.
Loans and receivables are included
in receivables in the statement of
financial position (Notes 9 and 12).
Loans and receivables are measured
at amortised cost using the effective
interest method less impairment.
Interest is recognised by applying the
effective interest rate classification
of its investments at initial
recognition and re-evaluates this
designation at each reporting date.
(n) Fair value estimation
The fair value of financial assets and
financial liabilities must be estimated
for recognition and measurement
or for disclosure purposes.
The fair value of financial instruments
traded in active markets (such as
publicly traded derivatives and
available-for-sale securities) is
based on quoted market prices at
the balance date. The quoted market
price used for financial assets held by
the Group is the current bid price.
The fair value of financial instruments
that are not traded in an active
market is determined using valuation
techniques. The Group uses a variety
of methods and makes assumptions
that are based on market conditions
existing at each balance date. Quoted
market prices or dealer quotes for
similar instruments are used for
long-term debt instruments held.
Other techniques, such as estimated
discounted cash flows, are used
to determine fair value for the
remaining financial instruments.
The fair value of interest rate swaps
is determined based on market
expectations of future interest rates.
The nominal value less estimated credit
adjustments of trade receivables and
payables are assumed to approximate
their fair values. The fair value of
financial liabilities for disclosure
purposes is estimated by discounting
the future contractual cash flows
at the current market interest rate
that is available to the Group for
similar financial instruments.
(o) Derivatives
Derivatives are recognised at their
fair value at each reporting date. The
method of recognising the resulting
gain or loss depends on whether the
derivative is designated as a hedging
instrument, and if so, the nature of
the item being hedged. The Group
designates certain derivatives as
hedges of exposure to variability
in cash flows, which includes
hedges for highly probable forecast
transactions (cash flow hedges).
The Group documents at the inception
of the transaction the relationship
between hedging instruments
and hedged items, as well as its
risk management objective and
strategy for undertaking various
hedge transactions. The Group also
documents its assessments, both at
hedge inception and on an ongoing
basis, of whether the derivatives that
are used in hedging transactions have
been and will continue to be highly
effective in offsetting changes in fair
values or cash flows of hedged items.
Refer further details in Note 18.
1. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (continued)
(m)
Investments and other
financial assets
Investments are recognised and
derecognised on settlement date where
the purchase or sale of an investment is
under a contract whose terms require
delivery of the investment within the
timeframe established by the market
concerned, and are initially measured at
fair value, net of transaction costs except
for those financial assets classified as
at fair value through profit or loss which
are initially measured at fair value.
Subsequent to initial recognition,
investments in associates are accounted
for under the equity method in the
consolidated financial statements.
The group classifies its other financial
assets in the following categories: (i)
available-for-sale financial assets
and (ii) loans and receivables. The
classification depends on the purpose
for which the financial assets were
acquired. Management determines
the classification of its investments at
initial recognition and re-evaluates this
designation at each reporting date.
(i) Available-for-sale financial assets
Available-for-sale financial assets are
initially measured at cost at date of
acquisition, which include transaction
costs, and subsequent to initial
recognition, they are carried at fair value.
Unrealised gains and losses arising from
changes in the fair value of non-monetary
securities classified as available-
for-sale are recognised in equity in
the available-for-sale investments
revaluation reserve. When securities
classified as available-for-sale are sold
or impaired, the accumulated fair value
adjustments are included in profit or
loss as gains and losses from the sale or
impairment of investment securities.
The fair values of quoted investments
are based on current bid prices. If
the market for a financial asset is not
active (and for unlisted securities),
the Group establishes fair value by
using valuation techniques. These
include reference to the fair values
of recent arm’s length transactions,
involving the same instruments or other
instruments that are substantially the
same, discounted cash flow analysis,
and pricing models to reflect the
issuer’s specific circumstances.
34
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 1. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (continued)
(i) Cash flow hedges
The change in the fair value from
remeasuring derivatives that are
designated and qualify as cash
flow hedges is deferred in equity
as a hedging reserve, to the extent
that the hedge is effective. The
ineffective portion is recognised
in profit or loss immediately.
Amounts deferred in the hedging
reserve are recycled in profit or loss
in the periods when the hedged item
is recognised in profit or loss.
However, when the forecast transaction
that is hedged results in the recognition
of a non-financial asset or non-financial
liability, the gains or losses previously
deferred in the hedging reserve are
transferred from equity and included
in the initial cost and measurement
of the cost of the asset or liability.
Hedge accounting is discontinued
when the Group revokes the hedging
relationship, the hedging instrument
expires or is sold, terminated or
exercised, or no longer qualifies for
hedge accounting. Any cumulative
gain or loss deferred in the hedging
reserve at that time remains in equity
and is recognised when the forecast
transaction is ultimately recognised
in profit or loss. When a forecast
transaction is no longer expected to
occur, the cumulative gain or loss that
was deferred in equity is recognised
immediately in profit or loss.
(p) Property, plant and equipment
Land and buildings are shown at fair
value, based on annual assessment
by the directors supported by periodic
valuations by external independent
valuers, less subsequent depreciation
for buildings. Any accumulated
depreciation at the date of revaluation
is eliminated against the gross
carrying amount of the asset and the
net amount is restated to the revalued
amount of the asset. All other property,
plant and equipment are stated at
historical cost less accumulated
depreciation and impairment losses.
Historical cost includes expenditure
that is directly attributable to
the acquisition of the items.
Subsequent costs are included in the
asset’s carrying amount or recognised
as a separate asset, as appropriate, only
when it is probable that future economic
benefits associated with the item will
flow to the Group and the cost of the
item can be measured reliably. All other
repairs and maintenance are charged
to profit or loss during the financial
period in which they are incurred.
Increases in the carrying amounts
arising on revaluation of land and
buildings are credited to property,
plant and equipment revaluation
reserve in shareholders’ equity. To
the extent that the increase reverses
a decrease previously recognised
in profit or loss, the increase is first
recognised in profit or loss. Decreases
that reverse previous increases of the
same asset are first charged against
revaluation reserves directly in equity
to the extent of the remaining reserve
attributable to the asset, all other
decreases are charged to profit or loss.
Land is not depreciated. Depreciation
on other assets is calculated using
the straight line method to allocate
their cost or revalued amounts,net
of their residual values, over their
estimated useful lives, as follows:
Buildings
40 years
3 - 10 years
Plant & equipment
Leasehold improvements 5 - 30 years
The asset’s residual values and useful
lives are reviewed, and adjusted if
appropriate, at each balance date.
An asset’s carrying amount is written
down immediately to its recoverable
amount if the asset’s carrying
amount is greater than its estimated
recoverable amount (Note 1(i)).
Gains and losses on disposals are
determined by comparing proceeds
with carrying amounts. These are
included in profit or loss. When revalued
assets are sold, it is Group policy to
transfer the amounts included in the
asset revaluation reserve in respect
of those assets to retained earnings.
The cost of improvements to or on
leasehold properties is amortised
over the unexpired period of the lease
or the estimated useful life of the
improvement, whichever is the shorter.
The make good provision is capitalised
as leasehold improvements and
amortised over the term of the lease.
(q) Trademarks / brand names
Trademarks / brand names are valued
on acquisition where management
believe there is evidence of any of the
following factors; an established brand
name with longevity, a reputation
that may positively influence a
consumers decision to purchase or
service a vehicle, and strong customer
awareness within a particular
geographic location. Trademarks
are valued using a discounted cash
flow methodology. Trademarks are
considered to have an indefinite life
as the Group expects to hold and
support such trademarks through
marketing and promotional support
for an indefinite period. They are
recorded at cost less any impairment.
(r) Goodwill
Goodwill represents the excess of
the cost of an acquisition over the fair
value of the Group’s share of the net
identifiable assets of the acquired
subsidiary, associate or business
at the date of acquisition. Goodwill
on acquisition of subsidiaries and
businesses is included in intangible
assets. Goodwill on acquisition of
associates is included in investment
in associates. Goodwill acquired
in business combinations is not
amortised. Instead, goodwill is tested
for impairment annually, or more
frequently if events or changes in
circumstances indicate that it might
be impaired, and is carried at cost
less accumulated impairment losses.
An impairment loss for goodwill is
recognised immediately in profit or loss
and is not reversed in a subsequent
period. Gains and losses on the disposal
of an entity include the carrying amount
of goodwill relating to the entity sold.
Goodwill is allocated to cash-
generating units for the purpose of
impairment testing (refer Note 16(b)).
35
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(s) Reclassification of intangible assets
As a result of the recent acquisitions, management have re-assessed the nature of identifiable intangible assets and consider
the below a more appropriate classification, as shown in the table.
Goodwill
Franchise Rights
Trade marks/brand names
2013
As originally stated
$’000
2013
Restatement
$’000
2013
Restated
$’000
62,580
56,962
5,717
125,259
56,962
(56,962)
-
-
119,542
-
5,717
125,259
Beyond that of which is displayed above, the reclassification has had no other impact on the financial statements.
2013
As originally stated
$’000
2013
Restatement
$’000
2013
Restated
$’000
125,259
671,174
-
-
125,259
671,174
1,216,865
-
1,216,865
539,125
-
539,125
63,962
-
63,962
Cents
Cents
Cents
36.4
35.3
-
-
36.4
35.3
Statement of Financial Position:
Non-current Intangible Assets
Total Non-Current Assets
Total Assets
Net Assets
Statement of Profit or Loss:
Profit for the Year
Earnings per share:
- Basic earnings per share
- Diluted earnings per share
36
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued)
1. SUMMARY OF SIGNIFICANT
Provision for Warranties
(ii) Diluted earnings per share
ACCOUNTING POLICIES (continued)
(t)
Trade and other payables
These amounts represent liabilities
for goods and services provided to the
Group prior to the end of the financial
year which are unpaid. The amounts
are unsecured and are usually paid
within 30 days of recognition. They are
recognised initially at the fair value
of what is expected to be paid, and
subsequently at amortised cost, using
the effective interest rate method.
(u) Borrowings
Borrowings are initially recognised
at fair value net of transaction costs
incurred. Borrowings are subsequently
measured at amortised cost. Any
difference between the proceeds (net of
transaction costs) and the redemption
amount is recognised in profit or loss
over the period of the borrowings using
the effective interest rate method.
Borrowings are classified as
current liabilities unless the Group
has an unconditional right to defer
settlement of the liability for at least
12 months after the balance date.
(v)
New motor vehicle stock and
related bailment
Motor vehicles secured under bailment
plans are provided to the Group under
bailment agreements between the
floor plan loan providers and entities
within the Group. The Group obtains
title to the vehicles immediately prior
to sale. Motor vehicles financed under
bailment plans held by the Group
are recognised as trading stock with
the corresponding liability shown
as owing to the finance provider.
(w) Provisions
Provisions are recognised when the
Group has a present obligation (legal
or constructive) as a result of a past
event, it is probable that the Group will
be required to settle the obligation,
and a reliable estimate can be made
of the amount of the obligation. The
amount recognised as a provision
is the best estimate taking into
account the risks and uncertainties
surrounding the obligation.
Provision is made for the estimated
claims in respect of extended
warranties provided on the majority
of the Group’s retail new and used
vehicle sales. These claims are
generally expected to settle
in the next financial year but
some may be extended into the
following year if claims are made
late in the warranty period.
(x)
Employee benefits
A liability is recognised for benefits
accruing to employees in respect of
wages and salaries, annual leave
and long service leave, when it
is probable that setttlement will
be required and they are capable
of being measured reliably.
Liabilities recognised in respect of
short-term employee benefits, are
measured at their nominal values
using the remuneration rate expected
to apply at the time of settlement.
Liabilities recognised in respect
of long-term employee benefits
are measured as the present
value of the estimated future cash
outflows to be made by the Group
in respect of services provided by
employees up to reporting date.
The Group recognises a liability
and an expense for long-term
incentive plans for selected
exceutives based on targets set
for diluted earning per growth.
Contributions are made by the Group
to defined contribution employee
superannuation funds and are charged
as expenses when incurred.
(y)
Dividends
Provision is made for the amount
of any dividend declared on or
before the end of the year but not
distributed at balance date.
(z) Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated
as net profit attributable to members
of the parent, adjusted to exclude any
costs of servicing equity (other than
dividends), divided by the weighted
average number of ordinary shares,
adjusted for any bonus element.
Diluted earnings per share is
calculated as net profit attributable to
members of the parent, 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
• Other non-discretionary changes
in revenues or expenses during the
period that would result from the
dilution of potential ordinary shares,
divided by the weighted average
number of ordinary shares and
dilutive potential ordinary shares,
adjusted for any bonus element.
(aa)
Non-Current assets held for sale
Non-current assets and disposal
groups are classified as held for sale if
their carrying amount will be recovered
principally through a sale transaction
rather than through continuing use.
This condition is regarded as met
only when the sale is highly probable
and the asset (or disposal group) is
available for immediate sale in its
present condition. Management must
be committed to the sale, which should
be expected to qualify for recognition
as a completed sale within one year
from the date of classification.
Non-current assets (and disposal
groups) classified as held for sale
are measured at the lower of their
previous carrying amount and
fair value less costs to sell.
(ab) 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 report. Amounts in the
financial report have been rounded off
in accordance with that Class Order
to the nearest thousand dollars, or in
certain cases, to the nearest dollar.
37
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) Consequential amendments have
been made to AASB 12 and AASB
127 to introduce new disclosure
requirements for investment entities.
As the Company is not an investment
entity (assessed based on the
criteria set out in AASB 10 as at
1 January 2014), the application
of the amendments has had no
impact on the disclosures or the
amounts recognised in the Group’s
consolidated financial statements.
Amendments to AASB 132 offsetting
Financial Assets and Financial Liabilities
The Group has applied the amendments
to AASB 132 Offsetting Financial
Assets and Financial Liabilities for
the first time in the current year.
The amendments to AASB 132A
clarify the requirements relating
to the offset of financial assets and
financial liabilities. Specifically, the
amendments clarify the meaning of
‘currently has a legal enforceable
right of set-off’ and ‘simultaneous
realisation and settlement’.
The amendments have been applied
retrospectively. As the Group does not
have any financial assets and financial
liabilities that qualify for offset, the
application of the amendments has
had no impact on the disclosures or on
the amounts recognised in the Group’s
consolidated financial statements. The
Group has assessed whether certain
of its financial assets and financial
liablities qualify for offset based on
the criteria set out in the amendments
and concluded that the application of
the amendments has had no impact on
the amounts recognised in the Group’s
consolidated financial statements.
Amendments to AASB 136 Recoverable
Amount Disclosures for Non-Financial Assets
The Group has applied the amendments
to AASB 136 Recoverable Amount
Disclosures for Non-Financial Assets
for the first time in the current year. The
amendments to AASB 136 remove the
requirement to disclose the recoverable
amount of a cash-generating unit (CGU)
to which goodwill or other intangible
assets with indefinite useful lives had
been allocated when there has been no
impairment or reversal of impairment
of the related CGU. Furthermore, the
amendments introduce additional
disclosure requirements applicable
to when the recoverable amount of
an asset or a CGU is measured at fair
value less costs of disposal. These
new disclosures include the fair
value hierarchy, key assumptions and
valuation techniques used which are
in line with the disclosure required by
AASB 13 Fair Value Measurements.
The application of these amendments
has had no material impact on the
disclosures in the Group’s consolidated
financial statements.
Amendments to AASB 139 Novation
of Derivatives and Continuation of
Hedge Accounting
The Group has applied the amendments
to AASB 139 Novation of Derivatives
and Continuation of Hedge Accounting
for the first time in the current year. The
amendments to AASB 139 provide relief
from the requirements to discontinue
hedge accounting when a derivative
designated as a hedging instrument is
novated under certain circumstances.
The amendments also clarify that any
change to the fair value of the derivative
designated as a hedging instrument
arising from the novation should
be included in the assessment and
measurement of hedge effectiveness.
The amendments have been applied
retrospectively. As the Group
does not have derivatives that are
subject to novation, the application
of these amendments has had no
impact on the disclosures or on the
amounts recognised in the Group’s
consolidated financial statements.
1. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (continued)
(ac)
New or revised standards and
interpretations that are first
effective in the current
reporting period
The group has adopted all of the
new and revised Standards and
Interpretations issued by the Australian
Accounting Standards Board (the AASB)
that are relevant to their operations
and effective for the current reporting
period. The adoption of all the new and
revised Standards and Interpretations
has resulted in changes to the Group’s
accounting policies and has effect on
the amounts reported for the current
and prior periods. The new and revised
Standards and Interpretations has
not had a material impact on profit
or loss and other comprehensive
income but has resulted in changes
to the Group’s presentation of, or
disclosure in its financial statements.
Amendments to AASB 10, AASB 12
and AASB 127 Investment Entities
The Group has applied the amendments
to AASB 10, AASB 12 and AASB 127
Investment Entities for the first time
in the current year. The amendments
to AASB 10 define an investment
entity and require a reporting entity
that meets the definition of an
investment entity not to consolidate its
subsidiaries but instead to measure
its subsidiaries at fair value through
profit or loss in its consolidated and
separate financial statements.
To qualify as an investment entity,
a reporting entity is required to:
• obtain funds from one or more
investors for the purpose of
providing them with investment
management services,
• commit to its investors that its
business purpose is to invest
funds solely for returns from
capital appreciation, investment
income or both, and
• measure and evaluate performance
of substantially all of its investments
on a fair value basis.
38
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(ad) Standards and Interpretations in issue not yet adopted
At the date of authorisation of the financial statements, the following Standards and Interpretations revelant to the Group were
in issue but not yet effective.
The potential impact of the new or revised Standards and Interpretations has not yet been determined.
Standard/Interpretation
Effective for
annual reporting
periods beginning
on or after
Expected to be
initially applied
in the financial
year ending
AASB 9 ‘Financial Instruments’, and the relevant amending standards
1-Jan-18
31-Dec-18
AASB 2014-1 ‘Amendments to Australian Accounting Standards’
1-Jul-14
31-Dec-15
- Part A: ‘Annual Improvements 2010–2012 and 2011–2013 Cycles’
- Part B: ‘Defined Benefit Plans: Employee Contributions (Amendments to AASB 119)’
- Part C: ‘Materiality’
AASB 2014-4 ‘Amendments to Australian Accounting Standards’
‘Clarification of Acceptable Methods of Depreciation and Amortisation’
1-Jan-16
31-Dec-16
AASB 15 ‘Revenue from Contracts with Customers and AASB 2014-5’
‘Amendments to Australian Accounting Standards arising from AASB 15’
1-Jan-17
31-Dec-17
AASB 2014-10 ‘Amendments to Australian Accounting Standards’
‘Sale or Contribution of Assets between an Investor and its Associate or Joint Venture’
1-Jan-16
31-Dec-16
AASB 2015-1 ‘Amendments to Australian Accounting Standards’
‘Annual Improvements to Australian Accounting Standards 2012-2014 Cycle’
1-Jan-16
31-Dec-16
AASB 2015-2 ‘Amendments to Australian Accounting Standards’
‘Disclosure Initiative: Amendments to AASB 101’
AASB 2015-3 ‘Amendments to Australian Accounting Standards’
‘Arising from the Withdrawal of AASB 1031 Materiality’
1-Jan-16
31-Dec-16
1-Jul-15
31-Dec-16
At the date of authorisation of the financial statements, there were no IASB Standards or IFRIC Interpretations on issue but not
yet effective, although Australian equivalent Standards and Interpretations have not yet been issued.
39
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 2. CRITICAL ACCOUNTING ESTIMATES
(ii) Fair value estimation of land
AND JUDGEMENTS
and buildings
(a)
Critical accounting estimates,
assumptions and judgements
Estimates, assumptions 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 Group and that are believed to be
reasonable under the circumstances.
The Group makes estimates,
assumptions and judgements
concerning the future. The resulting
accounting estimates will, by definition,
seldom equal the related actual
results. The estimates, assumptions
and judgements that have a significant
risk of causing a material adjustment
to the carrying amounts of assets
and liabilities are discussed below:
(i)
Estimated impairment of goodwill
and other intangibles with indefinite
useful lives
Goodwill and other intangibles
with indefinite useful lives with a
carrying value of $165,733,000 (2013:
$125,259,000) are tested annually for
impairment, based on estimates made
by directors. The recoverable amount
of the intangibles is based on the
greater of ‘Value in use’ or ‘Fair value
less costs to dispose’. Value in use is
assessed by the directors through a
discounted cash flow analysis which
includes significant estimates and
assumptions related to growth rates,
margins, working capital requirements
and cost of capital. Fair value less
costs to dispose is assessed by the
directors based on their knowledge
of the industry and recent market
transactions. Further information
on the intangibles impairment
test can be found in Note 16(b).
Land and buildings with a carrying
value of $250,317,000 (2013:
$312,660,000) are carried at fair
value. This fair value is determined
by the directors and is supported
by formal independent valuations
conducted periodically but at least
every three years. Further information
on the fair value estimation of land and
buildings can be found in Note 15.
(iii) Provisions for warranties
A provision for warranties of
$3,863,000 (2013: $3,350,000) has been
recognised for extended warranties
provided for the Group’s retail new
and used vehicle sales. This provision
has been estimated based on past
experience and confirmation of
future costs by the administrators of
the warranty programmes. Further
information on the provision for
warranties can be found in Note 21.
(iv) Estimation of make good provisions
An amount of $1,787,000 (2013:
$1,767,000) has been estimated in
respect of a leased property for any
expenditure required to be incurred to
restore the property back to its original
state. The lease has approximately
14 years to run at balance date, with
a bank guarantee being given for the
$1,767,000 recognised. In terms of the
lease, this amount will be indexed and
will increase in the future, therefore it
is the maximum estimate of what would
be payable today. An additional $20,000
has been estimated for an additional
leased property to restore the property
back to its original state. Further
information on the estimate of make
good provisions can be found in Note 24.
40
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 3. REVENUE
Sales revenue
New vehicles
Used vehicles
Parts
Service
Other
Other revenue
Dividend received
Rents
Interest
Proceeds of insurance claims
Commissions
Other
Total revenue
4. OTHER GAINS
CONSOLIDATED
2014
$'000
2013
$'000
1,737,717
1,624,187
557,331
342,109
170,273
1,177
531,505
335,713
160,660
68
2,808,607
2,652,133
12,087
54
1,670
19,587
11,151
4,957
9,970
107
1,214
162
7,140
2,087
49,506
20,680
2,858,113
2,672,813
Gains on disposal of other assets
3,892
2,000
41
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 5. EXPENSES
(a) Profit before income tax includes the following specific expenses:
Depreciation
Buildings
Plant and equipment
Leased motor vehicles
Total depreciation
Amortisation
Leasehold improvements
Brand names
Total depreciation and amortisation (Notes 15 & 16)
Finance costs
Vehicle bailment & related hedge
Other
Total finance expense
Rental expense relating to operating leases
Minimum lease payments
CONSOLIDATED
2014
$'000
2013
$'000
3,540
5,960
744
3,915
6,285
-
10,244
10,200
2,201
138
2,049
105
12,583
12,354
10,691
11,389
11,597
11,591
22,080
23,188
21,310
17,587
Contributions to superannuation funds
21,362
18,865
7,977
6,167
459
14,603
(314)
5,421
439
5,546
2,135
1,453
2,761
594
578
-
Provision expenses
Inventory
Warranties
Bad debts
Share-based payments
Business acquisition costs
(b) Impairment of non-current assets
Revaluation loss of land & buildings (Note 15)
42
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued)
6. INCOME TAX
(a) Income tax expense (benefit)
Current income tax expense
Deferred income tax benefit (Note 23)
Deferred income tax expense/(benefit) included in income tax expense comprises:
Decrease in deferred tax liabilities
(b) Numerical reconciliation of income tax expense to prima facie tax payable
Profit before income tax expense
Income tax calculated at 30% (2013 - 30%)
Tax effect of amounts which are not deductible (taxable) in calculating taxable income:
Depreciation and amortisation
Non-taxable dividends
Non allowable expenses
Sundry items
Income tax expense
CONSOLIDATED
2014
$'000
2013
$'000
28,243
(2,093)
23,667
(919)
26,150
22,748
(2,093)
(919)
102,840
86,710
30,852
26,013
212
(5,827)
1,692
(779)
364
(3,319)
953
(1,263)
26,150
22,748
(c) Amounts recognised directly in equity
Aggregate deferred tax arising in the reporting period and not
recognised in net profit or loss but directly credited (debited) to equity (Note 23)
(95)
8,100
The tax rate used in the above reconciliations is the corporate tax rate of 30% payable by Australian corporate entities
on taxable profits under Australian tax law. There has been no change in the corporate tax rate when compared with the
previous reporting period.
43
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued)
7. DIVIDENDS
CONSOLIDATED
2014
$'000
2013
$'000
Ordinary dividends fully franked based on tax paid @ 30%
Final dividend for the year ended 31 December 2013 of 15.0 cents per share (2012 - 13.0 cents)
paid on 16 April 2014
Interim dividend of 9.0 cents (2013 - 8.0 cents) per share paid on 3 October 2014
Total dividends paid
26,516
15,954
42,470
22,246
14,124
36,370
Dividends paid in cash or satisfied by the issue of shares under the dividend reinvestment plan
during the years ended 31 December 2014 and 31 December 2013 were as follows:
Paid in cash
Satisfied by issue of shares under Dividend Reinvestment Plan
Dividends not recognised at year end
In addition to the above dividends, since year end the directors have recommended the
payment of a final dividend of 18 cents per share, fully franked based on tax paid at 30%.
The aggregate amount of the proposed dividend expected to be paid on 17 April 2015 out
of the retained profits at 31 December 2014, but not recognised as a liability at year end, is:
42,470
-
42,470
14,127
22,243
36,370
32,176
26,515
Franked dividends
The final dividend recommended after 31 December 2014 will be franked out of existing
franking credits or out of franking credits arising from the payment of income tax in the year
ending 31 December 2015.
Franking credits available for subsequent financial years based on a tax rate of 30% (2013 - 30%)
148,995
120,300
The above amounts represent the balances of the franking account as at the end of the
financial year, adjusted for:
(a) franking credits that will arise from the payment of the current tax liability
(b) franking debits that will arise from the payment of the dividends recognised as a liability
at the reporting date; and
(c) franking credits that will arise from the receipt of dividends recognised as receivables at
the reporting date.
Impact on franking credits of dividends not recognised
(13,790)
(11,364)
8. CURRENT ASSETS – Cash and cash equivalents
Cash at bank and on hand
Short Term Deposits
The above figures are reconciled to cash at the end of the financial year
as shown in the statement of cash flows as follows:
Balances as above
Less: Bank overdrafts
Balance per statement of cash flows
10,777
13,000
3,106
9,000
23,777
12,106
23,777
-
12,106
-
23,777
12,106
44
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 9. CURRENT ASSETS – Receivables
(a) Trade and other receivables (i)
Less: Provision for doubtful receivables (ii)
(b) Leasebook receivables
Less: Provision for doubtful receivables (ii)
CONSOLIDATED
2014
$'000
2013
$'000
108,414
2,622
97,313
2,394
105,792
94,919
-
-
-
27
16
11
(i) The ageing of lease, property and trade receivables at 31 December 2014 is detailed below:
Not past due
Past due 0 -30 days
Past due 31 plus days
Total
CONSOLIDATED
2014
2013
Gross
$000
100,857
4,339
3,218
108,414
Provision
$000
1,778
102
742
2,622
Gross
$000
89,950
3,603
3,787
97,340
Provision
$000
1,552
77
781
2,410
The maximum credit period on trade sales is 60 days. No interest is charged on the trade receivables from the date of invoice or
when past due. The Group has provided fully for all receivables identified by management as being specifically doubtful, and in
addition has provided 10% for all receivables over 90 days and 2.5% of total trade receivables excluding motor vehicle debtors.
The Group’s provision policy is based on an assessment of changes in credit quality and historical experience.
Included in the Group’s trade receivables balance are debtors with a carrying amount of $6,713,000 (2013: $6,532,000) which
are past due at the reporting date. The Group have not provided for these balances as there has not been any specifically
identified factors that would indicate a deterioration of credit quality. The Group therefore still considers the amounts
recoverable. The Group does not hold any collateral over these balances. The average age of these receivables is 62 days
(2013: 62 days).
(ii) Movement in provision for doubtful receivables
Opening Balance
Additional provisions
Addition due to acquisitions
Amounts written off during the year
Closing Balance
CONSOLIDATED
2014
$'000
2,410
459
29
(276)
2,622
2013
$'000
2,504
439
-
(533)
2,410
In determining the recoverability of a trade receivable the Group considers any deterioration in the credit quality of the trade
receivable from the date credit was initially granted up to the reporting date. The concentration of credit risk is limited due
to the customer base being large, diverse and unrelated. Accordingly, the directors believe that there is no further provision
required in excess of the provision for doubtful debts.
45
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 10. CURRENT ASSETS – Inventories
New motor vehicles & trucks – bailment stock – at cost
Less: Write-down to net realisable value
Used vehicles & trucks – at cost
Less: Write-down to net realisable value
Parts and other consumables – at cost
Less: Write-down to net realisable value
Total Inventories
11. CURRENT ASSETS – Other current assets
Prepayments and deposits
(a) Property assets held for sale
Land & buildings held for sale
This asset relates to properties surplus to the ongoing business requirements of
the Group and are expected to be sold within 12 months of balance date.
(b) Property sale receivable
Property sale receivable
Sale of property where proceeds are expected to be received within 12 months of balance date.
12. NON-CURRENT ASSETS – Receivables
(a) Property sale receivables
(b) Loans receivables
CONSOLIDATED
2014
$'000
2013
$'000
343,812
7,835
335,977
290,343
4,152
286,191
89,446
7,855
81,591
53,618
1,981
51,637
77,915
3,783
74,132
51,178
1,759
49,419
469,205
409,742
1,884
7,301
27,781
21,612
6,717
-
18,826
-
9,787
1,437
46
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 13. NON-CURRENT ASSETS – Available-for-sale investments carried at fair value
Shares in an unlisted company – One Way Traffic Pty Ltd (Carsguide) 1
Shares in a listed company – Automotive Holdings Group Limited 2
CONSOLIDATED
2014
$'000
2013
$'000
2,345
232,046
2,345
192,850
234,391
195,195
(1) The Directors have assessed the fair value of the investment as at 31 December 2014 is materially consistent with its cost
of acquisition. This is a level 3 fair value measurement asset being derived from inputs other than quoted prices that are
unobservable from the asset either directly or indirectly.
(2) The Directors have assessed the fair value of the investment as at 31 December 2014 based on the market price of the
shares on the last trading day of the reporting period. This is a level 1 fair value measurement asset being derived from
inputs based on quoted prices that are observable.
Valuation of Available for sale investments
Details of the Group’s available for sale investments and information about the fair value hierarchy as at 31 December 2014
are as follows:
Class of Financial Assets
and Liabilities
Level 1
Available for sale
investments –
listed entities
Level 3
Available for sale
investments –
unlisted entities
Unobservable inputs used in determination of fair values
Carrying
Amount
31/12/14
$000’s
Carrying
Amount
31/12/13
$000’s
232,046
192,850
Valuation Technique
Key Input
Quoted bid prices in an
active market.
Quoted bid prices in an
active market.
2,345
2,345
Net asset assessment and
available bid prices from
equity participants
There were no transfers between levels in the year.
14. NON-CURRENT ASSETS – Investment in associate
Pre tax operating margin taking
into account managements
experience and knowledge
of market conditions and
financial position
Market information based on
available bid prices
CONSOLIDATED
2014
$'000
2013
$'000
Shares in an associate – Norna Limited (formerly M T Q Insurance Services Limited)
1,620
4,327
Investment in associates is accounted for in the consolidated financial statements using the equity method of accounting
(refer Note 40).
Reconciliation of the carrying amount of investment in associate is set out in Note 40(b).
47
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued)
15. NON-CURRENT ASSETS – Property, plant and equipment
Freehold land and buildings – at fair value
Directors’ valuation
Land
Buildings
Construction in progress
Total land and buildings
Leasehold improvements
At cost
Less: Accumulated amortisation
Total leasehold improvements
Plant and equipment
At cost
Less: Accumulated depreciation
Total plant and equipment
Motor vehicles under lease
At cost
Less: Accumulated depreciation
Total motor vehicles under lease
CONSOLIDATED
2014
$'000
2013
$'000
152,879
97,251
187
250,317
193,500
112,357
6,803
312,660
27,625
13,179
14,446
55,644
33,842
21,802
8,901
2,981
5,920
26,405
11,872
14,533
50,106
32,343
17,763
-
-
-
Total property, plant and equipment
292,485
344,956
Valuation of land and buildings
The basis of the directors’ valuation of land and buildings is the assessed fair value, being the amounts for which the assets
could be exchanged between willing parties in an arm’s length transaction at balance date, based on current prices in an active
market for similar properties in the same location and condition. The assessed fair value is supported by periodic, but at least
triennial valuations, by external third party valuers. The 2014 valuations were made by the directors based on their assessment
of prevailing market conditions and supported by fair value information received from independent expert property valuers on
certain properties and the Group’s own market activities and market knowledge.
48
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued)
15. NON-CURRENT ASSETS – Property, plant and equipment (continued)
Details of the Group’s freehold land and buildings and information about the fair value hierarchy as at 31 December 2014 are as follows:
Class of
Financial
Assets &
Liabilities
Level 3
Car – HBU
Alternate
Use
Level 3
Car
Dealership
Unobservable inputs used in determination of fair values
Carrying
Amount
31/12/14
$000’s
Carrying
Amount
31/12/13
$000’s
Valuation
Technique
Key Input
Input
Average/
Range
2014
Average/
Range
2013
Other key
Information
Range
(weighted
avg)
2014
Range
(weighted
avg)
2013
44,601
80,962 Direct
comparison
167,389
184,719 Summation
method,
income
capitali-
sation and
direct
comparison
External
valuations
Specific
incomplete
transactions
External
valuations
Industry
bench-
marks
Price
/sqm Land
Average
$1,875/sqm
Average
$1,924/sqm
Land size
Average
7,173 sqm
Average
5,981 sqm
Range
$1,623-$2,688
/sqm
Range
$821-$5,036
/sqm
Range
779 - 18,160
sqm
Range
779 - 18,160
sqm
Average
9.6%
Average
9.6%
Net Rent
/sqm Land
Average
$96 sqm
Average
$90 sqm
Range
3.4% - 15.9%
Range
3.0% - 19.2%
Range
$25 to $297
sqm
Range
$22 to $297
sqm
Net Rent/
Gross
Income
8% - 12%
(Non-
luxury)
10% - 14%
(Luxury)
Capitalisa-
tion Rate
Average
8.2%
Average
8.0%
Net Rent
/sqm GBA
Average
$197 sqm
Average
$192 sqm
Level 3
Development
– Car
Dealership
Level 3
Truck
Dealership
9,350
11,075 Direct
comparison
External
valuations
Price
/sqm Land
Range
$100 to $750
sqm
Range
$100 to $584
sqm
Range
6.7% - 9.8%
Range
5.2% - 10.7%
Average
$459/sqm
Range
$330 - $821
/sqm
Average
$375/sqm
Range
$212 - $531
/sqm
20,734
20,968 Direct
comparison
External
valuations
Price /
sqm Land
Price
/sqm GBA
Average
$371/sqm
Average
$375/sqm
Land Size
Average
18,641 sqm
Average
18,641 sqm
Range
$209-$526
/sqm
Range
$212-$531
/sqm
Range
7,218 - 25,700
sqm
Range
7,218 - 25,700
sqm
Net Rent
/Land sqm
Average
$30 sqm
Average
$30 sqm
Range
$17 to $43
sqm
Range
$17 to $43
sqm
Capitalisa-
tion Rate
Average
8.2%
Average
8.1%
Range
8.1% to 8.4%
Range
8.0% to 8.2%
Level 3
Other
Logistics
8,056
8,133
Income
capitalisa-
tion method
supported
by market
comparison
Sub Total
250,130
305,857
Construction
in Progress
187
6,803
Total
250,317
312,660
External
valuations
Capitalisa-
tion Rate
Average
8.1%
Average
7.4%
Net Rent
/sqm GBA
Average
$90 sqm
Average
$83 sqm
Range
8.0% to 8.2%
Range
6.8% to 8.2%
Range
$79-$143
sqm
Range
$63-$153
sqm
There were no transfers between levels in the year.
49
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued)
15. NON-CURRENT ASSETS – Property, plant and equipment (continued)
Explanation of asset classes; Car - HBU Alternate Use refers to properties currently operated as car dealerships which have a
higher and best use (HBU) greater than that of a car dealership; Car Dealership refer to properties operating as car dealership
with a consistent HBU; Development Car Dealership refers to properties which are in progress of, or being held for future
development as a car dealership; Truck Dealership referes to properties being operated as a truck dealership with a HBU
consistent with that use; Other Logistics are industrial properties used for parts warehousing and vehicle logistics.
Carrying amounts that would have been recognised if land and buildings were stated at cost
If freehold land was carried at historical cost, its current carrying value would be $98,129,000 (2013: $115,560,000).
If freehold buildings (including construction in progress) were carried at historical cost, its current carrying value
(after depreciation) would be $97,438,000 (2013: $119,160,000).
Non-current assets pledged as security
Refer to Note 22 for information on non-current assets pledged as security by the Group.
Reconciliations
Reconciliation of the carrying amounts of each class of property, plant and equipment at the beginning and end of the year
is set out below:
Freehold
land
$’000
Freehold
buildings
$’000
Construction
in progress
$’000
Leasehold
improvements
$’000
Motor
vehicles
under lease
$’000
Plant and
equipment
$’000
Total
$’000
Consolidated 2014
Carrying amount
at start of year
Additions
Disposals/transfers
Revaluation loss
debited to asset
revaluation reserve
Revaluation loss
charged to profit
and loss
Depreciation/
amortisation expense
(Note 5)
Transfer to property
assets held for sale
Carrying amount
at end of year
Consolidated 2013
Carrying amount
at start of year
Additions
Disposals/transfers
Revaluation gain
credited to asset
revaluation reserve
Depreciation/
amortisation
expense (Note 5)
Transfer (to)/from
property assets
held for sale
Carrying amount
at end of year
50
193,500
-
(23,666)
112,357
6,549
(14,223)
6,803
187
(6,803)
14,533
2,114
-
-
6,664
-
17,763
9,999
-
344,956
25,513
(44,692)
(1,692)
(578)
-
-
-
(3,540)
(14,685)
(3,892)
-
-
-
-
-
-
-
-
-
-
(1,692)
(578)
(2,201)
(744)
(5,960)
(12,445)
-
-
-
(18,577)
152,879
97,251
187
14,446
5,920
21,802
292,485
198,515
-
(3,414)
118,320
2,525
(4,632)
406
6,459
(62)
3,203
-
-
(3,915)
(4,804)
59
-
-
-
14,587
1,995
-
-
(2,049)
-
193,500
112,357
6,803
14,533
-
-
-
-
-
-
-
19,034
5,014
-
350,862
15,993
(8,108)
-
3,203
(6,285)
(12,249)
-
(4,745)
17,763
344,956
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 16. NON-CURRENT ASSETS – Intangibles
Goodwill
Trade marks/brand names
Movement – Goodwill
Balance at the beginning of the financial year
Additional amounts recognised:
– from business combinations during the year (Note 29(a))
Less: Reclassification
Balance at the end of the financial year
Movement – Trade marks/brand names
Balance at the beginning of the financial year
Purchase of brand name during the year
Less: Amortisation of Brand names
Balance at the end of the financial year
(a) Reclassification of intangible assets
Refer to Note 1(s).
CONSOLIDATED
2014
2013
Restated (a)
$’000
$'000
158,837
6,896
119,542
5,717
165,733
125,259
119,542
111,787
39,295
-
158,837
8,462
(707)
119,542
5,717
1,317
(138)
6,896
5,734
88
(105)
5,717
(b)
Impairment tests for goodwill and trade marks/brand names
For the purpose of impairment testing, goodwill and other intangible assets with indefinite useful lives (being trade marks/
brand names) are allocated to each of the consolidated entity’s cash generating units (CGU), or groups of CGU’s, that are
expected to benefit from the synergies of the combinations. Each unit or groups of units to which goodwill and other indefinite
life intangible assets is allocated represents the lowest level at which assets are monitored for internal management purposes
and is not larger than an identified operating segment.
The CGU or groups of CGU’s to which goodwill and other indefinite life intangible assets is allocated are as follows;
Automotive dealership operations:
Goodwill
Trade marks/brand names
Truck dealership operations:
Goodwill
Trade marks/brand names
$'000
145,360
5,846
151,206
13,477
1,050
14,527
CONSOLIDATED
2014
2013
Restated (a)
$’000
106,065
4,667
110,732
13,477
1,050
14,527
51
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 16. NON-CURRENT ASSETS – Intangibles (continued)
The recoverable amount of a CGU or group of CGU’s to which goodwill and other indefinite life intangible assets is allocated
is determined based on the greater of its value in use and its fair value less costs to sell. Fair value is determined as being
the amount obtainable from the sale of a CGU in an arms length transaction between knowledgeable and willing parties at
balance date. This fair value assessment less costs to sell is conducted by the directors based on their extensive knowledge of
the automotive and truck retailing industry including the current market conditions prevailing in the industry. The value in use
assessment is conducted using a discounted cash flow (DCF) methodology requiring the directors to estimate the future cash
flows expected to arise from the cash generating units and then applying a discount rate to calculate the present value.
The DCF model adopted by directors was based on the 2015 financial budgets approved by the Board, a 3% (2014: 3%) perpetual
growth rate and a pre-tax discount rate of 11% (2014: 11%). This growth rate does not exceed the long term average growth rate
for the industry.
The directors believe that any reasonable possible change in the key assumptions on which recoverable amount is based is not
expected to cause that aggregate of the carrying amounts to exceed the aggregated amounts of the CGUs.
(c)
Impairment charge
The Directors’ assessment in 2014 determined that goodwill and other intangible assets with indefinite useful lives was not
impaired in both 2014 and 2013.
17. CURRENT LIABILITIES – Payables
Trade and other payables
Trade payables (i)
Other payables
(i)
The average credit period on purchases of goods is 30 days.
No interest is charged on trade payables from the date of invoice.
The Group has financial risk management policies in place to ensure that all payables are
paid within the credit timeframe.
18. DERIVATIVE FINANCIAL INSTRUMENTS
Interest rate swap contracts – cash flow hedges
Classified as:
Current liabilities
Non-current liabilities
CONSOLIDATED
2014
$'000
2013
$'000
73,005
55,033
65,320
38,270
128,038
103,590
188
934
1,122
665
534
1,199
The Group is party to derivative financial instruments in the normal course of business in order to hedge exposure to
fluctuations in interest rates in accordance with the Group’s financial risk management policies (refer to Note 28).
Bailment finance of the Group currently bears an average variable interest rate of 4.78% (2013: 4.67%). The policy to protect
part of this finance exposure against increasing interest rates was amended in 2013, such that in future this exposure will not
be hedged. As at the end of the year there were no bailment interest swap contracts in place.
The interest rate swaps currently in place are providing a fixed rate of interest on the variable cash advances drawn down
under the term facility. The swap contracts in place cover approximately 55% (2013: 52%) of the term facility outstanding at the
year end. The contracts require settlement of net interest receivable or payable each 30 days.
The gain or loss from remeasuring the hedging instruments at fair value is deferred in equity in the hedging reserve to the
extent that the hedge is effective and re-classified into profit or loss when the hedged interest expense is recognised. The
ineffective portion is recognised in profit or loss immediately.
At balance date, a loss from remeasuring the hedging instruments at fair value of $1,122,000 (2013: $1,199,000) has been
recognised in equity in the hedging reserve (Note 27(a)). No portion was ineffective.
52
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued)
18. DERIVATIVE FINANCIAL INSTRUMENTS (continued)
Valuation of Derivative financial instruments
Details of the Group’s derivative financial instruments and information about the fair value hierarchy as at 31 December 2014
are as follows:
Unobservable inputs used in determination of fair values
Carrying
Amount
31/12/14
$000’s
Carrying
Amount
31/12/13
$000’s
Valuation Technique
Key Input
1,122
1,199
Discounted cash flow.
Class of Financial Assets
and Liabilities
Level 2
Cash flow hedges –
Interest rate swaps
Future cash flows are
estimated based on forward
interest rates (from
observable yield curves
at the end of the reporting
period) and contract interest
rates, discounted at a rate
that reflects the credit risk of
various counterparties.
CONSOLIDATED
2014
$'000
2013
$'000
357,555
5,598
363,153
303,782
29
303,811
There were no transfers between levels in the year.
19. CURRENT LIABILITIES – Borrowings (secured)
(a) Bailment and finance lease payable
Bailment finance
Finance lease payable
(i) Bailment finance
Bailment finance is provided on a vehicle by vehicle basis by various finance providers at an average interest rate of 4.78% p.a.
applicable at 31 December 2014 (2013: 4.67%). Bailment finance is repayable within a short period after the vehicle is sold to a
third party, generally within 48 hours.
(ii) Finance Lease
The finance lease liability is secured against associated leased assets and is provided by various finance providers at an
average interest rate of 6.03% p.a. applicable at 31 December 2014 (2013: 7.6%).
(iii) Interest rate risk exposures
Details of the Group’s exposure to interest rate changes on interest bearing liabilities is set out in Note 28.
(iv) Fair value disclosures
Details of the Group’s fair value of interest bearing liabilities is set out in Note 28.
(v) Security
Details of the security relating to each of the secured liabilities and further information on bank loans is set out in Note 22.
20. CURRENT LIABILITIES – Current tax liabilities
Income tax
21. CURRENT LIABILITIES – Provisions
Employee benefits
Warranties
12,979
6,203
16,846
3,863
20,709
14,039
3,350
17,389
53
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 21. CURRENT LIABILITIES – Provisions (continued)
Movement in provisions
Movements in each class of provisions during the financial year, other than employee benefits, are set out below:
Consolidated – 2014
Carrying amount at start of year
Provisions acquired
Additional provisions recognised
Payments charged against provisions
Carrying amount at end of year
Warranty Provision
Warranties
$’000
3,350
115
6,167
(5,769)
3,863
An estimate is made based on past experience, and confirmation of future costs by the administrator of the warranty program,
of the expected expenditure on new and used motor vehicles in terms of warranties on these vehicles.
22. NON-CURRENT LIABILITIES – Borrowings (secured)
(a) Borrowings – others
Term facility
Capital loan
Finance lease payables
SECURED LIABILITIES
Total secured liabilities (current and non-current) are:
Term facility (i)
Capital loan (ii)
Working capital facility (includes bank overdraft)
Finance lease payables (iii)
Bailment finance (iv)
Total secured liabilities
CONSOLIDATED
2014
$'000
2013
$'000
144,000
70,000
2,646
139,000
72,078
-
216,646
211,078
144,000
70,000
-
8,244
357,555
139,000
72,078
-
29
303,782
579,799
514,889
(i)
The term facility is secured by a general security agreement which includes registered first mortgages held by a security
trustee over specific freehold land and buildings and a general charge over assets excluding new and used inventory and
related receivables, letter of set off given by and on account of the parent entity and its subsidiaries, and a Corporate
Guarantee and Indemnity unlimited as to amount given by the parent entity and its subsidiaries.
(ii) The capital loan is secured by registered first mortgages given by subsidiaries over specific freehold land and buildings,
letter of set off given by and on account of the parent entity and its subsidiaries, and a Corporate Guarantee and Indemnity
unlimited as to amount given by the parent entity and its subsidiaries.
(iii) The finance lease liability is secured against associated leased assets.
(iv) Vehicle bailment finance reflects a liability payable to the consolidated entity’s bailment financiers. This liability
is represented by and secured over debtors included in current assets receivables in respect of recent vehicle
deliveries to customers, and by new vehicles,demonstrator vehicles and some used vehicles all included in
inventories (bailment stock). Refer Note 10.
54
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 22. NON-CURRENT LIABILITIES – Borrowings (continued)
ASSETS PLEDGED AS SECURITY
The carrying amounts of assets pledged as security are:
Non-current assets pledged as security –
Freehold land and buildings – first mortgage
Other non-current assets
Current assets pledged as security –
Property assets held for sale
Inventories
Other current assets
Total assets pledged as security
FINANCING ARRANGEMENTS
The consolidated entity has access to the following lines of credit at balance date:
Total facilities
Term facility (i)
Working capital facility (includes bank overdraft) (iii)
Capital loan (ii)
Bailment finance (iv)
Bank guarantees
Finance lease payables (v)
Used at balance date
Term facility
Working Capital facility (includes bank overdraft)
Capital loan
Bailment finance
Bank guarantees
Finance lease payables
Unused at balance date
Term facility
Working capital facility (includes bank overdraft)
Capital loan
Bailment finance
Bank guarantees
Finance lease payables
CONSOLIDATED
2014
$'000
2013
$'000
248,833
472,525
311,485
358,514
27,781
357,555
143,968
1,250,662
21,612
303,782
127,211
1,122,604
199,000
25,000
70,000
485,315
17,089
19,500
815,904
144,000
-
70,000
357,555
16,298
8,244
596,097
55,000
25,000
-
127,760
791
11,256
219,807
179,000
25,000
72,078
428,065
13,089
29
717,261
139,000
-
72,078
303,782
12,858
29
527,747
40,000
25,000
-
124,283
231
-
189,514
(i) Term facility at balance date was provided on a non-amortisable (interest only) basis subject to compliance with specific
covenants for a fixed term.
(ii) Capital loan facility at balance date was provided on a non-amortisable (interest only) basis for a fixed term.
(iii) Working capital facility at balance date was provided on a non-amortisable (interest only) basis subject to compliance
with specific covenants and an annual review.
(iv) Bailment facilities are used to finance the acquisition of new vehicle and some used vehicle trading stock. These facilities
include a combination of fixed term and open ended arrangements and are subject to review periods ranging from
quarterly to annual. These facilities generally include short term termination notice periods and are disclosed as current
liabilities in the statement of financial position.
(v) The finance lease liability provides direct and specific funding to a portfolio of finance leases associated with the
Black Group acquisition.
55
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued)
23. NON-CURRENT LIABILITIES – Deferred tax liabilities
Deferred tax liabilities
The balance comprises temporary differences attributable to:
Amounts recognised in profit or loss
Book versus tax carrying value of plant and equipment
Finance lease book
Inventory valuation
Prepayments
Provisions
- Doubtful debts
- Employee benefits
- Warranties
- Inventory write downs
Investment in associate
Property receivable
Sundry items
Amounts recognised directly in equity
Revaluation of available-for-sale investment
Revaluation of property, plant and equipment
Hedge liability
Net deferred tax liabilities
The deferred tax expense included in income tax expense in respect of the above
temporary differences resulted from the following movements :
Opening balance at 1 January
Deferred tax assets relating to business combinations
Property receivable
Charged/(credited) to profit and loss (Note 6)
Deferred tax recognised directly in equity
- Revaluation of available-for-sale investment (Note 27(a))
- Revaluation of property plant and equipment (Note 27(a))
- Movement in fair value of cash flow hedge (Note 27(a))
CONSOLIDATED
2014
$'000
2013
$'000
17,350
27,483
1,668
-
1,059
330
(787)
(12,388)
(1,170)
(595)
-
(6,999)
(35)
1,912
5
1,713
308
(969)
(10,375)
(1,009)
(587)
808
-
(904)
(18,917)
(9,098)
13,799
22,805
(337)
13,410
23,531
(360)
36,267
36,581
17,350
27,483
27,483
(945)
(6,999)
(2,093)
389
(508)
24
20,599
(297)
-
(919)
6,839
961
300
Closing balance at 31 December
17,350
27,483
56
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued)
24. NON-CURRENT LIABILITIES – Provisions
Employee benefits
Make good provision on leasehold premises – refer (a) and (b) below
(a) A make good clause under a long term property lease has been recognised in the
financial statements. The lessor of the property has been provided with a bank
guarantee of $1,900,000 in respect of the estimated make good cost and rental costs.
(b) Movement in the provision:
Balance at start of year
Recognition of additional provision during the year
Carrying amount at end of year
Make good provision on leasehold improvements
CONSOLIDATED
2014
$'000
5,158
1,787
2013
$'000
5,220
1,767
6,945
6,987
1,767
20
1,767
-
1,787
1,767
A provision has been made for the expected cost of restoring the premises to its original condition at the end of the lease.
57
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 25. SEGMENT INFORMATION
(ii) Truck Retailing
(v) Other
Segments are identified on the basis
of internal reports about components
of the consolidated entity that are
regularly reviewed by the chief
operating decision maker, being
the board of directors, in order to
allocate resources to the segment
and to assess its performance.
The consolidated entity operates in
four operating and reporting segments
being (i) Car Retailing (ii) Truck Retailing
(iii) Property and (iv) Investments, these
being identified on the basis of being
the components of the consolidated
entity that are regularly reviewed by the
chief decision maker for the purpose
of resource allocation and assessment
of segment performance. Information
regarding the consolidated entity’s
reporting segments is presented below.
(i) Car Retailing
Within the Car Retail segment, the
consolidated entity offers a diversified
range of automotive products and
services, including new vehicles, used
vehicles, vehicle maintenance and
repair services, vehicle parts, extended
service contracts, vehicle protection
products and other aftermarket
products. They also facilitate financing
for vehicle purchases through
third-party sources. New vehicles,
vehicle parts, and maintenance
services are predominantly supplied
in accordance with franchise
agreements with manufacturers.
This segment also includes a motor
auction and car rental business
Within the Truck Retail segment, the
consolidated entity offers a diversified
range of products and services,
including new trucks, used trucks,
truck maintenance and repair services,
truck parts, extended service contracts,
truck protection products and other
aftermarket products. They also
facilitate financing for truck purchases
through third-party sources. New
trucks, truck parts, and maintenance
services are predominantly supplied
in accordance with franchise
agreements with manufacturers.
(iii) Property
Within the Property segment,
the consolidated entity acquires
commercial properties principally for
use as facility premises for its motor
dealership operations. The Property
segment charges the Car Retailing
segment commercial rentals for
owned properties occupied by that
segment. The Property segment
reports property assets at fair value,
based on annual assessments by
the directors supported by periodic,
but at least triennial valuations
by external independent valuers.
Revaluation increments arising
from fair value adjustments are
reported internally and assessed by
the chief operating decision maker
as profit adjustments in assessing
the overall returns generated by this
segment to the consolidated entity.
(iv)
Investments
This segment includes the investment
in One Way Traffic Pty Ltd, trading
as Carsguide, and the investment in
Automotive Holdings Group Limited.
Currently the segment “Other” is
not required.
The accounting policies of the
reportable segments are the same
as the Group’s accounting policies as
described in Note 1 with the exception
of all changes in fair value of property
and investments being recognised
as profit or loss adjustments for
segment reporting purposes. This
compares to the Group policy of
crediting increments to a property
plant and equipment and investment
reserve in equity (refer Note 1(p)).
Segment profit represents the profit
earned by each segment without
allocation of unrecouped corporate
/ head office costs and income tax.
External bailment is allocated to the
Car Retailing and Truck Retailing
segments. Bills payable funding
costs are allocated to the Car
Retailing, Truck Retailing, Property
and Investment segments based on
notional market based covenant levels.
This is the measure reported to the
chief operating decision maker for the
purposes of resource allocation and
assessment of segment performance.
For the purpose of monitoring segment
performance and allocating resources
between segments, the chief operating
decision maker monitors the tangible,
intangible, and financial assets
attributable to each segment. All assets
are allocated to reportable segments.
Geographic Information
The Group operates in one principal
geographic location, being Australia.
58
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 25. SEGMENT INFORMATION (continued)
Segment reporting 2014
Sales to external customers
Inter-segment sales
Total sales revenue
Other revenue
TOTAL REVENUE
SEGMENT RESULT
Operating profit before interest
External interest expense allocation
OPERATING CONTRIBUTION
Share of net profit of equity
accounted investments
Business acquisition costs
Investment revaluation
Property revaluation
Profit on sale of property/businesses
SEGMENT PROFIT
Unallocated corporate expenses
PROFIT BEFORE TAX
Income tax expense
NET PROFIT
Property
$’000
Investments
$’000
Eliminations
$’000
Consolidated
$’000
Car
Retailing
$’000
Truck
Retailing
$’000
2,435,176
-
2,435,176
35,232
2,470,408
373,431
-
373,431
754
374,185
76,007
(10,282)
65,725
4,939
(2,761)
-
-
900
5,825
(2,315)
3,510
-
-
-
-
-
54
28,515
28,569
1,379
29,948
20,889
(6,832)
14,057
-
-
-
(2,270)
2,992
-
-
-
12,087
12,087
11,990
(2,651)
9,339
-
-
1,295
-
-
68,803
3,510
14,779
10,634
397
-
(28,515)
(28,515)
-
(28,515)
2,808,661
-
2,808,661
49,452
2,858,113
-
-
-
-
-
(1,295)
1,692
-
114,711
(22,080)
92,631
4,939
(2,761)
-
(578)
3,892
98,123
4,717
102,840
(26,150)
76,690
Depreciation and amortisation
7,453
1,082
4,048
-
-
12,583
Non cash expenses (reversal of
expenses) other than depreciation
and amortisation
3,620
(217)
Impairment of trade receivables
277
(94)
Write down (back) of inventories
to net realisable value
5,387
2,084
-
-
-
-
-
3,403
-
-
183
-
-
7,471
ASSETS
Segment assets
LIABILITIES
Segment liabilities
657,062
146,085
320,460
234,391
-
1,357,998
438,010
106,285
162,345
60,302
-
766,942
NET ASSETS
219,052
39,800
158,115
174,089
-
591,056
Acquisitions of non-current
assets, including assets of
businesses acquired
58,593
776
6,757
37,901
-
104,027
59
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 25. SEGMENT INFORMATION (continued)
Segment reporting 2013
Sales to external customers
Inter-segment sales
Total sales revenue
Other revenue
TOTAL REVENUE
SEGMENT RESULT
Operating profit before interest
External interest expense allocation
OPERATING CONTRIBUTION
Share of net profit of equity
accounted investments
Business acquisition costs
Investment revaluation
Property revaluation
Profit on sale of property/businesses
SEGMENT PROFIT
Unallocated corporate expenses
PROFIT BEFORE TAX
Income tax expense
NET PROFIT
Car
Retailing
$’000
Truck
Retailing
$’000
Property
$’000
Investments
$’000
Eliminations
$’000
Consolidated
$’000
2,242,152
-
2,242,152
9,029
2,251,181
65,854
(11,502)
54,352
1,959
(594)
-
-
1,793
409,981
-
409,981
779
410,760
10,359
(1,941)
8,418
-
-
-
-
-
107
28,035
28,142
795
28,937
19,401
(7,293)
12,108
-
-
-
3,203
207
-
-
-
9,970
9,970
9,843
(2,452)
7,391
-
-
22,795
-
-
-
(28,035)
(28,035)
-
(28,035)
-
-
-
-
-
(22,795)
(3,203)
-
57,510
8,418
15,518
30,186
(25,998)
2,652,240
-
2,652,240
20,573
2,672,813
105,457
(23,188)
82,269
1,959
(594)
-
-
2,000
85,634
1,076
86,710
(22,748)
63,962
Depreciation and amortisation
6,437
1,462
4,455
-
-
12,354
Non cash expenses (reversal of
expenses) other than depreciation
and amortisation
1,827
508
-
-
-
2,335
Impairment of trade receivables
(216)
123
-
-
-
(93)
Write down (back) of inventories to
net realisable value
(292)
(89)
-
-
-
(381)
ASSETS
Segment assets
LIABILITIES
Segment liabilities
542,018
138,229
341,422
195,195
-
1,216,864
349,794
95,114
166,558
66,274
-
677,740
NET ASSETS
192,224
43,115
174,864
128,921
-
539,124
Acquisitions of non-current
assets, including assets of
businesses acquired
14,742
798
9,003
9,810
-
34,353
The 2013 Comparative information has been restated following the reallocation of non-franchised dealerships operating solely
in the used car market from ‘Other’ to ‘Car Retailing”.
60
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 26. CONTRIBUTED EQUITY
(a) Paid up capital
Ordinary shares fully paid
CONSOLIDATED
2014
$'000
2013
$'000
242,070
231,205
Ordinary shares confer on their holders the right to participate in dividends declared by the Board and to vote at general
meetings of the company.
(b) Movements in ordinary share capital:
Date
Details
01-Jan-13
Balance
Number
of shares
Issue
price
170,686,558
$’000
206,277
18-Mar-13
Issue of shares to staff under share incentive schemes.
439,268
$5.38
2,362
16-Apr-13
Issue of shares under Dividend Reinvestment Plan.
Dividend reinvestment Plan shortfall underwritten by broker.
Underwriting commission paid to broker.
New Shares issued.
3,754,815
1,540,676
$4.20
$4.20
55,000
$4.20
15,771
6,472
(82)
231
18-Jul 13 to
22-Jul-13
Issue of shares to staff under share incentive schemes.
72,001
$2.42
174
01-Jan-14
Balance
176,548,318
231,205
10-Mar-14
Issue of shares to staff under share incentive schemes.
221,155
$4.87
1,077
01-Jul-14
Issue of shares as partial consideration for acquisition of
Ian Boettcher Motors.
500,000
$5.70
2,850
01-Oct-14
Issue of shares as partial consideration for acquisition of
Craig Black Group.
1,250,000
$5.55
6,938
31-Dec-14
Balance
178,519,473
242,070
(c) The company has a dividend reinvestment plan under which holders of ordinary shares may elect to have all or part of their
dividend entitlements satisfied by the issue of new ordinary shares rather than being paid in cash. In 2013 the shares were
issued at a special 10% discount in recognition of the company’s 100 year anniversary. The plan was fully underwritten by
the broker, RBS Morgan.
61
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued)
27. RESERVES AND RETAINED PROFITS
(a) Reserves:
Property, plant and equipment revaluation reserve
Hedging reserve - cash flow hedge
Share-based payments reserve
Investment revaluation reserve
Movements:
Property, plant and equipment revaluation reserve :
Balance at beginning of the financial year
Revaluation surplus during the year - gross (Note 15)
Transfer to retained earnings relating to properties sold
Deferred tax (Note 23)
Balance at the end of the financial year
Hedging reserve – cash flow hedge:
Balance at beginning of the financial year
Transfer to profit or loss
Transfer to derivative financial instruments (gross)
Deferred tax (Note 23)
Balance at the end of the financial year
Share-based payments reserve:
Balance at beginning of the financial year
Share based payments
Transfer to share capital (shares issued)
Balance at the end of the financial year
Investment revaluation reserve:
Balance at beginning of the financial year
Gain on revaluation of available-for-sale investment
Deferred tax (Note 23)
Balance at the end of the financial year
(b) Retained earnings
Retained profits at the beginning of the financial year
Net profit for the year
Transfer from asset revaluation reserve re properties sold
Loss on Sale of Non Controlling Interest
Dividends provided for or paid (Note 7)
Retained profits at the end of the financial year
62
CONSOLIDATED
2014
$'000
2013
$'000
61,668
(786)
5,941
32,197
99,020
73,278
(839)
4,883
31,290
108,612
73,278
(1,692)
(10,426)
508
61,668
(839)
1,199
(1,122)
(24)
(786)
4,883
2,135
(1,077)
5,941
71,053
3,203
(17)
(961)
73,278
(1,542)
2,202
(1,199)
(300)
(839)
5,791
1,453
(2,361)
4,883
31,290
1,296
(389)
32,197
15,334
22,795
(6,839)
31,290
198,369
76,230
10,426
(75)
(42,470)
242,480
171,113
63,609
17
-
(36,370)
198,369
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 27. RESERVES AND RETAINED
PROFITS (continued)
(c) Nature and purpose of reserves
(1) Property, plant and equipment
revaluation reserve
The property, plant and equipment
revaluation reserve is used to
record increments and decrements
on the revaluation of non-current
assets as described in Note 1(p).
(2) Hedging reserve
The hedging reserve contains the
effective portion of interest rate
hedge arrangements incurred
as at the reporting date.
(3) Share-based payments reserve
The share-based payment reserve
is used to recognise the fair value of
performance rights expected to vest
and the fair value of equity expected to
be issued under various share incentive
schemes referred to in Notes 34 and 35.
(4) Investment revaluation reserve
The investments revaluation reserve
represents the cumulatve gains and
losses arising on the revaluation of
available-for-sale financial assets
that have been recognised in other
comprehensive income, net of amounts
reclassified to profit or loss when
those assets have been disposed of
or are determined to be impaired.
28. FINANCIAL INSTRUMENTS
Overview
The consolidated entity has exposure
to the following key risks from its
use of financial instruments:
Credit risk
Liquidity risk
Market risk (interest rate risk)
This note presents information about
the consolidated entity’s exposure
to each of the above risks, the
consolidated entity’s objectives, policies
and processes for measuring and
managing risk, and the consolidated
entity’s management of capital.
Further quantitative disclosures
are included throughout these
consolidated financial statements.
The Board of Directors has overall
responsibility for the establishment
and oversight of the consolidated
entity’s risk management framework.
The Board has established an
Audit, Risk and Remuneration
Committee which is responsible for
monitoring, assessing and reporting
on the consolidated entity’s risk
management system. The committee
will provide regular reports to the
Board of Directors on its activities.
The consolidated entity’s risk
management policies are established
to identify and analyse the risks faced
by the consolidated entity, to set
appropriate risk limits and controls,
and to monitor risks and adherence
to limits. Risk management policies
and systems are reviewed regularly to
reflect changes in market conditions
and the consolidated entity’s activities.
The Audit, Risk and Remuneration
Committee oversees how management
monitors compliance with the risk
management policies and procedures
and reviews the adequacy of the risk
management framework in relation to
the risks. The Committee is assisted in
its oversight by Internal Audit. Internal
Audit undertakes both regular and
ad hoc reviews of risk management
controls and procedures, the results of
which are reported to the Committee.
The Group’s principal financial
instruments comprise bank loans,
bailment finance, cash, short-term
deposits and interest rate swap
contracts. The main purpose of these
financial instruments is to raise
finance for and fund the Group’s
operations and to hedge the Group’s
exposures to interest rate volatility.
The Group has various other financial
instruments such as trade debtors
and trade creditors which arise
directly from its operations. It is,
and has been throughout the period
under review, the Group’s policy that
no speculative trading in financial
instruments shall be undertaken.
The main risk arising from the Group’s
financial instruments are interest rate
risk, credit risk and liquidity risk. The
Board reviews and agrees policies
for managing each of these risks
and they are summarised below.
CREDIT RISK
Credit risk refers to the risk that
a counterparty will default on its
contractual obligations resulting in a
financial loss to the Group. The Group
has adopted a policy of only dealing
with creditworthy counterparties
and obtaining sufficient collateral
where appropriate, as a means of
mitigating the risk of financial loss
from defaults. Further, it is the Group’s
policy that all customers who wish
to trade on credit terms are subject
to credit verification procedures.
Trade receivables consist of a large
number of customers, spread
across geographical areas. Ongoing
credit evaluation is performed on
the financial condition of debtors
and other receivable balances are
monitored on an ongoing basis, with
the result that the Group’s exposure
to bad debts is not significant.
The consolidated entity establishes
an allowance for doubtful debts that
represents its estimate of incurred
losses in respect of trade and other
receivables and investments.
With respect to credit risk arising
from financial assets of the Group
comprised of cash, cash equivalents
and receivables, the Group’s maximum
exposure to credit risk, excluding
the value of any collateral or other
security, at balance date is in the
carrying amount as disclosed in the
statement of financial position and
notes to the financial statements.
The Group’s credit risk on liquid
funds is limited as the counter parties
are major Australian banks with
favourable credit ratings assigned by
international credit rating agencies.
63
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 28. FINANCIAL INSTRUMENTS
Interest rate risk
Interest rate sensitivity
(continued)
LIQUIDITY RISK
Liquidity risk is the risk that the
consolidated entity will not be able to
meet its financial obligations as they
fall due. The consolidated entity’s
approach to managing liquidity is to
ensure, as far as possible, that it will
always have sufficient liquidity to meet
its liabilities when due, under both
normal and stressed conditions.
The Group’s overall objective is to
maintain a balance between continuity
of funding and flexibility through the
use of bank overdrafts and bank loans.
The Group also manages liquidity risk
by maintaining adequate reserves,
banking facilities and reserve
borrowing facilities by continuously
monitoring forecast and actual cash
flows and matching the maturity
profiles of financial assets and
liabilities. Information on available
facilities can be found in Note 22.
MARKET RISK
Market risk is the risk that changes in
market prices, such as interest rates,
will affect the consolidated entity’s
income or the value of its holdings of
financial instruments. The objective of
market risk management is to manage
and monitor market risk exposures
within acceptable parameters, whilst
optimising the return on risk.
The Group is exposed to interest
rate risk as a consequence of its
financing facilities as set out in Notes
19 & 22. Funds are borrowed by
the Group at both fixed and floating
interest rates. The Group’s policy is
to manage its interest cost using a
mix of fixed and variable rate debt.
The Group’s policy is to keep between
50% and 80% of its borrowings at fixed
rates of interest. As at 31 December
2014, approximately 65% (2013: 67%) of
the Group’s borrowings were at a fixed
rate of interest. The Group hedges part
of the interest rate risk (see Note 18) by
swapping floating for fixed interest rates.
In 2013 the Group amended its policy
such that exposure to the changes
in interest rates on its variable rate
borrowings relating to inventories are
unhedged. Existing hedges will not
be replaced once they expire. There
were no interest rate swaps in place
for bailment as at 31 December 2014.
The consolidated entity classifies
interest rate swaps as cash flow hedges.
The net fair value of the swaps at
31 December 2014 was $1,122,000
liability (2013: $1,199,000 liability)
and has been recognised in equity
for the consolidated entity.
The sensitivity analyses below
have been determined based on
the exposure to interest rates for
both derivative and non-derivative
instruments at reporting date and
the stipulated change taking place
at the beginning of the financial year
and held constant throughout the
reporting period. A 50 basis point
increase or decrease is used when
reporting interest rate risk internally
to key management and represents
management’s assessment of the
possible change in interest rates.
At reporting date, if interest rates
had been 50 basis points higher or
lower and all other variable were
held constant, the Group’s net profit
after tax would increase/decrease
by $1,425,000 (2013: $968,000) per
annum. This is mainly due to the
Group’s exposures to interest rates
on its variable rate borrowings.
Interest rate swap contracts
Under interest rate swap contracts,
the Group agrees to exchange the
difference between fixed and floating
rate interest amounts calculated on
agreed notional principal amounts.
Such contracts enable the Group to
mitigate the cash flow exposures on
the issued variable rate debt held.
The fair value of interest rate swaps
at the reporting date is determined
by discounting future cash flows
using the curves at reporting date
and the credit risk inherent in the
contract, and are disclosed below.
The average interest rate is based
on the outstanding balances at
the start of the financial period.
64
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 28. FINANCIAL INSTRUMENTS (continued)
The following tables detail the notional principal amounts and remaining terms of interest rate swap contracts outstanding as
at reporting date:
Outstanding floating for
fixed contracts
Less than 1 year
Between 1 - 2 years
Between 2 - 3 years
Average contracted fixed
interest rate
Notional principal
amount
Fair value
2014
%
2013
%
2014
$’000
2013
$’000
2014
$’000
2013
$’000
3.49%
3.31%
3.22%
3.33%
3.74%
3.49%
3.46%
3.66%
22,500
33,500
23,700
79,700
103,700
22,500
25,500
151,700
(188)
(472)
(462)
(1,122)
(666)
(280)
(253)
(1,199)
The interest rate swaps settle on a monthly basis. The floating rate on the interest rate swaps is the Australian BBSW. The
Group will settle the difference between the fixed and floating interest rate on a net basis.
All interest rate swap contracts exchanging floating rate interest amounts for fixed rate interest amounts are designated as
cash flow hedges in order to reduce the Group’s cash flow exposure resulting from variable interest rates on borrowings.
The interest rate swaps and the interest payments on the loan occur simultaneously and the amount deferred in equity is
recognised in profit or loss over the loan period.
CAPITAL MANAGEMENT
The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain
future development of the business.
The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and
the advantages and security afforded by a sound capital position.
There were no changes in the consolidated entity’s approach to capital management during the period.
CREDIT RISK
Exposure to Credit Risk
The carrying amount of financial assets (as per Note 9) represents the maximum credit exposure. The maximum exposure to
credit risk as the reporting date was:
Trade and other receivables
Less: Provision for doubtful receivable
Impairment Losses
The aging of trade receivables at reporting date is detailed in Note 9.
CONSOLIDATED
2014
$'000
2013
$'000
143,744
2,622
98,777
2,410
141,122
96,367
65
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 28. FINANCIAL INSTRUMENTS (continued)
Fair values & Exposures to Credit & Liquidity Risk
Detailed in the following table, the directors consider that the carrying amounts of financial assets and financial liabilities
recorded in the financial statements approximate their fair value (2013: fair value).
Financial assets
Trade and other receivables net of doubtful debts
Cash and cash equivalents
Financial liabilities
Bills payable and fully drawn advances
Capital loan
Vehicle bailment
Bank overdraft
Finance lease payables
Trade and other payables
Derivative financial instrument
CONSOLIDATED
2014
$'000
2013
$'000
141,122
23,777
96,366
12,106
164,899
108,472
144,000
70,000
357,555
-
8,244
128,036
1,122
708,957
139,000
72,078
303,782
-
29
103,590
1,199
619,678
The fair value of financial assets and financial liabilities are determined as follows:
• The fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid
markets are determined with reference to quoted market prices (includes listed redeemable notes, bills of exchange,
debentures and perpetual notes).
• The fair values of derivative instruments are calculated using quoted prices. Where such prices are not available, discounted
cash flow analysis is performed using the applicable yield curve for the duration of the instruments for non-optional
derivatives and option pricing models for optional derivatives. Interest rate swaps are measured at the present value of
future cash flows estimated and discounted based on the applicable yield curves derived from quoted interest rates.
66
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 28. FINANCIAL INSTRUMENTS (continued)
Maturity profile
The below table provides a maturity profile for the Group’s financial instruments that are exposed to interest rate risk at
balance date. The amounts disclosed in the table are gross contractual undiscounted cash flows (principal and interest)
required to settle the respective liabilities. The interest rate is based on the rate applicable as at the end of the financial period.
At 31 December 2014
Less than
1 year
$’000
1 - 2 years
$’000
2 - 3 years
$’000
3 - 4 years
$’000
4 - 5 years
$’000
5+ years
$’000
Total
$’000
INTEREST BEARING
Floating rate
Financial assets
Cash and cash equivalents
Loan receivable
23,777
566
24,343
566
566
-
566
-
566
-
566
-
10,353
23,777
13,183
566
566
566
10,353
36,960
Average interest rate
3.48%
5.78%
5.78%
5.78%
5.78%
5.78%
-
Financial liabilities
Vehicle bailment (current)
Fully drawn advances
Fully drawn advances (1)
Capital loan
(Non-current)
361,831
2,393
26,143
-
55,997
35,440
-
-
24,026
-
-
-
-
-
-
-
-
-
361,831
58,390
85,609
938
938
938
938
938
21,960
26,650
391,305
92,375
24,964
938
938
21,960
532,480
Average interest rate
4.76%
4.62%
4.70%
4.69%
4.69%
4.69%
-
Fixed rate
Financial liabilities
Bills payable
Capital loan
(Non-current)
Finance lease payables
473
9,737
-
-
2,600
6,018
2,600
1,920
2,600
837
51,300
-
9,091
14,257
3,437
51,300
Average interest rate
5.32%
5.12%
5.18%
5.20%
-
-
-
-
-
NON INTEREST BEARING
Financial assets
Property sale receivables
Trade debtors
Financial liabilities
Trade and other payables
6,717
105,792
112,509
6,717
-
6,717
6,884
-
6,884
6,884
-
6,884
6,884
-
6,884
-
-
-
-
-
-
-
-
10,210
59,100
8,775
78,085
-
34,086
105,792
139,878
128,036
-
-
-
-
-
128,036
(1) The amount included in fully drawn advances relate to variable rates that are hedged with interest rate swaps to fixed rates.
67
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) Less than
1 year
$’000
1 - 2 years
$’000
2 - 3 years
$’000
3 - 4 years
$’000
4 - 5 years
$’000
5+ years
$’000
Total
$’000
28. FINANCIAL INSTRUMENTS (continued)
At 31 December 2013
INTEREST BEARING
Floating rate
Financial assets
Cash and cash
equivalents
Loan receivable
Leasebook receivables
12,106
81
27
12,214
-
1,518
-
1,518
-
-
-
-
-
Average interest rate
3.17%
5.63%
Financial liabilities
Vehicle bailment (current)
Fully drawn advances
Fully drawn advances (1)
Capital loan
(Non-current)
307,321
2,264
26,561
904
337,050
-
43,607
33,938
904
78,449
-
7,675
15,398
904
23,977
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
12,106
1,599
27
13,732
-
307,321
53,546
75,897
904
904
904
904
22,793
22,793
27,313
464,077
Average interest rate
4.74%
4.86%
4.82%
4.52%
4.52%
4.52%
-
Fixed rate
Financial liabilities
Bills payable
Capital loan
(Non-current)
Finance lease payables
8,726
546
10,773
-
-
4,678
30
13,434
2,600
-
3,146
2,600
-
13,373
2,600
-
2,600
51,300
-
51,300
Average interest rate
5.01%
5.03%
5.20%
5.20%
5.20%
-
-
-
-
-
20,045
63,778
30
83,853
-
NON INTEREST BEARING
Financial assets
Trade debtors
Financial liabilities
Trade and other payables
94,902
103,590
-
-
-
-
-
-
-
-
-
94,902
-
103,590
(1) The amount included in fully drawn advances relate to variable rates that are hedged with interest rate swaps to fixed rates.
Estimation of Fair Value
The following summarises the major methods and assumptions used in estimating the fair value of financial instruments:
Loans and Borrowings
Fair value is calculated based on discounted expected future principal and interest cash flows.
Trade and Other Receivables/Payables
For receivables/payables with a remaining life of less than one year, the notional amount is deemed to reflect the fair value.
All other receivables/payables are discounted to determine the fair value.
Interest Rate Swaps
The fair value of interest rate swaps is calculated based on the present value of the estimated future cash flows of these instruments.
68
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 29. INVESTMENTS IN SUBSIDIARIES
NAME OF ENTITY
Eagers Retail Pty Ltd
Eagers MD Pty Ltd
Eagers Finance Pty Ltd
Nundah Motors Pty Ltd
Eagers Nominees Pty Ltd
Austral Pty Ltd
E G Eager & Son Pty Ltd
A.P. Group Ltd
A.P. Ford Pty Ltd
A.P. Motors Pty Ltd
A.P. Motors (No.1) Pty Ltd
A.P. Motors (No.2) Pty Ltd
A.P. Motors (No.3) Pty Ltd
Associated Finance Pty Limited
Leaseline & General Finance Pty Ltd
City Automotive Group Pty Ltd
PPT Investments Pty Ltd
PPT Holdings No 1 Pty Ltd
PPT Holdings No 2 Pty Ltd
PPT Holdings No 3 Pty Ltd
Bill Buckle Holdings Pty Ltd
Bill Buckle Autos Pty Ltd
Bill Buckle Leasing Pty Ltd
Adtrans Group Limited
Adtrans Corporate Pty Ltd
Adtrans Automotive Group Pty Ltd
Stillwell Trucks Pty Ltd
Adtrans Trucks Pty Ltd
Graham Cornes Motors Pty Ltd
Whitehorse Trucks Pty Ltd
Adtrans Used Pty Ltd
Adtrans Hino Pty Ltd
Adtrans Australia Pty Ltd
Melbourne Truck and Bus Centre Pty Ltd
Adtrans Truck Centre Pty Ltd
Adtrans Trucks Adelaide Pty Ltd
Precision Automotive Technology Pty Ltd
IB Motors Pty Ltd
IB MD Pty Ltd
Black Auto South West Pty Ltd
South West Queensland Motors Pty Ltd
BASW Pty Ltd
Western Equipment Rentals Pty Ltd
Boonarga Welding Pty Ltd
Black Auto CQ Pty Ltd
CH Auto Pty Ltd
EQUITY HOLDING
2014
%
2013
%
100
80
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
90
100
100
100
100
100
100
100
100
100
80
100
80
80
80
80
100
100
100
80
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
90
100
100
100
100
100
100
100
100
-
-
-
-
-
-
-
-
-
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
All subsidiaries are either directly controlled by A.P. Eagers Limited, or are wholly owned within the group, have ordinary class
of shares and are incorporated in Australia.
69
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 29. INVESTMENTS IN SUBSIDIARIES (continued)
Information relating to A.P. Eagers Limited (‘the parent entity’)
Financial position
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Equity
Issued capital
Retained earnings
Reserves - Asset revaluation reserve
- Investment revaluation reserve
- Share based payments reserve
Financial performance
Profit for the year
Other comprehensive income
2014
$’000
2013
$’000
-
425,612
425,612
21,168
14,520
35,688
242,070
108,033
1,684
32,196
5,941
389,924
27,641
352,968
380,609
6,056
13,261
19,317
231,205
92,229
1,684
31,290
4,884
361,292
58,159
1,021
50,219
15,956
All subsidiaries were parties to a deed of cross guarantee with A.P. Eagers Limited pursuant to ASIC Class Order 98/1418 which
has been lodged with and approved by Australian Securities and Investments Commission as at 31 December 2014. Under the
deed of cross guarantee each of these companies guarantee the debts of the other named companies. The aggregate assets
and liabilities of these companies at 31 December 2014 and their aggregate net profit after tax for the year ended 31 December
2014 match the reported balances within the Statement of Financial Position and the Statement of Profit or Loss respectively.
As a party to the deed of cross guarantee, each of the wholly-owned subsidiaries (marked *) is relieved from the requirement to
prepare and lodge an audited financial report.
Also refer Notes 30(a) and 30(b) in respect of guarantees entered into by the parent entity in relation to debts of its subsidiaries.
(a) Acquisition of businesses
The Group acquired the following businesses during the 2014 year as detailed below:
Year
Name of business
Date of
acquisition
Principal activity
Proportion
acquired
2014
2014
2014
Ian Boettcher Group
Volvo Franchise from Currimundi Motors Pty Ltd
Black Group
01-Jul-14
25-Jul-14
01-Oct-14
Motor Dealership
Volvo Franchise
Motor Dealership
100%
100%
100%
During 2014 the acquired businesses contributed revenues of $110,711,000 and profit before tax of $698,000.
If the acquisition had occurred on 1 January 2014, the consolidated revenue and the consolidated profit before tax would have
been $3,069 million and $108.0 million respectively.
70
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued)
29. INVESTMENTS IN SUBSIDIARIES (continued)
Allocation of purchase consideration
The purchase price of business acquired has been allocated as follows:
Volvo
Franchise
Sunshine
Coast
$’000
Ian
Boettcher
Group
$’000
Black
Group
$’000
2014
Total
Consolidated
$’000
Cash consideration
Issue of ordinary shares
100
-
11,257
2,850
26,510
6,938
37,867
9,788
Total purchase consideration
100
14,107
33,448
47,655
-
100
1,063
13,044
7,297
26,151
8,360
39,295
100
14,107
33,448
47,655
Consolidated fair value at acquisition date
Fair value of net identifiable assets
Goodwill
Net assets acquired
Cash
Receivables, prepayments
Inventory
Property, plant and equipment
Deferred tax assets
Creditors, borrowings and provisions
Identifiable intangible assets
Net assets acquired
Acquisition cost
Goodwill on acquisition (i)
(i)
Goodwill arose in the business combinations because as at the date of acquisition the consideration paid for
the combination included amounts in relation to the benefit of expected synergies and future revenue and
profit growth from the businesses acquired. These benefits were not recognised separately from goodwill
as the future economic benefits arising from them could not be reliably measured in time for inclusion in
this financial statements. Therefore, the amount allocated to goodwill on acquisition has been provisionally
determined at the end of the reporting period.
Cash consideration on acquistion
Cash acquired on acquisition
Net cash flow on acquistion of business
2014
$’000
1,049
5,577
10,979
16,008
945
(27,515)
1,317
8,360
47,655
39,295
37,867
(1,049)
36,818
71
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 29. INVESTMENTS IN SUBSIDIARIES (continued)
The Group acquired the following business during the 2013 year as detailed below:
Year
Name of business
Date of
acquisition
Principal activity
Proportion
acquired
2013
Main North Nissan & Unley Nissan
02-Sep-13
Motor Dealership
100%
During 2013 the acquired businesses contributed revenues of $29,712,000 and profit before tax of $532,000. If the acquisition
had occurred on 1 January 2013, the consolidated revenue and the consolidated profit before tax would have been $2,737
million and $87.8 million respectively.
Allocation of purchase consideration
The purchase price of business acquired has been allocated as follows:
Cash consideration
Total purchase consideration
Fair value of net identifiable assets
Goodwill
Net assets acquired
Inventory
Property, plant and equipment
Deferred tax assets
Creditors, borrowings and provisions
Net assets acquired
Acquisition cost
Goodwill on acquisition (i)
Total consolidated
Consolidated fair value at acquisition date
2013
$’000
7,137
7,137
(1,206)
8,343
7,137
2013
$’000
58
782
385
(2,431)
(1,206)
7,137
8,343
(i)
Goodwill arose in the business combination because as at the date of acquisition the consideration paid for the combination
included amounts in relation to the benefit of expected synergies and future revenue and profit growth from the businesses
acquired. In the previous year, the amount allocated to goodwill was provisionally determined.
72
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 29. INVESTMENTS IN SUBSIDIARIES (continued)
(b) Disposal of businesses
The Group sold the following business during the 2014 year as detailed below:
Year
Name of business
Date of sale
Principal activity
Proportion
disposed
2014
Eagers Mitsubishi
31-Oct-14
Motor Dealership
100%
Net assets disposed of
Property, plant and equipment
Creditors, borrowings and provisions
Net assets disposed
Total consideration received( 100% Cash)
Gain on sale
2014
Consolidated
$’000
48
(214)
(166)
734
900
The Group sold the following business during the 2013 year as detailed below:
Year
Name of business
Date of sale
Principal activity
Proportion
disposed
2013
Hidden Valley Ford
21-Jun-13
Motor Dealership
100%
Net assets disposed of
Inventory
Property, plant and equipment
Deferred tax assets
Creditors, borrowings and provisions
Net assets disposed
Total consideration received (100% Cash)
Gain on sale
2013
Consolidated
$’000
4,707
294
88
(4,559)
530
1,430
900
73
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 29. INVESTMENTS IN SUBSIDIARIES (continued)
(c) Details of non-wholly owned subsidiaries
The table below shows details of non-wholly owned subsidiaries of the Group. The Group have reviewed its subsidiaries that
have non-controlling interests and note that they are not material to the reporting entity.
Profit allocated to
non-controlling interests
2013
$’000
2014
$’000
Accumulated
non-controlling interests
2013
$’000
2014
$’000
Individually immaterial subsidiaries with non-controlling interest
460
353
7,486
939
Movement – Non Controlling Interest
Balance at the beginning of the financial year
Profit for the Year
Other comprehensive income
Issue of shares
Payment of dividend
Balance as at the end of the financial year
30. CONTINGENT LIABILITIES
(a) Parent entity
939
460
-
6,929
(842)
7,486
510
353
-
272
(196)
939
Unsecured guarantees, indemnities and undertakings have been given by the parent entity in the normal course of business
in respect of financial and trade arrangements entered into by its subsidiaries. It is not anticipated that the parent entity will
become liable for any amount in respect thereof. At 31 December 2014 no subsidiary was in default in respect of any arrangement
guaranteed by the parent entity and all amounts owed have been brought to account as liabilities in the financial statements.
(b) Deed of cross guarantee
A.P. Eagers Limited and all of its subsidiaries were parties to a deed of cross guarantee lodged with the Australian Securities
and Investments Commission as at 31 December 2014. Under the deed of cross guarantee each company within the closed
Group guarantees the debts of the other companies. The maximum exposure of the parent entity in relation to the cross
guarantees is $731,254,000 (2013: $658,939,000).
(c) Buy back agreements
As at 31 December 2014, entities within the Group had entered into sale and buy back agreements for new vehicles.
The financial exposure to the Group is immaterial.
74
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued)
31. COMMITMENTS FOR EXPENDITURE
Capital Commitments
Commitments for the construction of buildings and acquisition of plant and equipment
contracted for at the reporting date but not recognised as liabilities, payable:
Within one year
Finance Lease Liabilities
Commitments for minimum lease payments in relation to finance lease
liabilities are payable as follows:
Within 1 year
Later than 1 year but not later than 5 years
Later than 5 years
Less future finance charges
Present value of minimum lease payments
Operating Lease Commitments
Commitments for minimum lease payments in relation to non-cancellable
operating leases for premises are payable as follows:
Within 1 year
Later than 1 year but not later than 5 years
Later than 5 years
The consolidated entity leases property under non-cancellable operating leases with expiry
dates between 31 January 2015 and 1 July 2035.
Leases generally provide for a right of renewal at which time the lease is renegotiated.
Lease rental payments comprise a base amount plus an incremental contingent rental
based on movements in the consumer price index or a fixed percentage increase.
32. REMUNERATION OF AUDITOR
Amounts received or due and receivable by Deloitte Touche Tomatsu (“Deloitte”) for:
– audit or review of the financial report of the parent entity and any other entity in the
consolidated entity
Amounts received or due and receivable by related entities of Deloitte for:
– other services in relation to the parent entity and any other entity in the consolidated entity
CONSOLIDATED
2014
$'000
2013
$'000
74
4,413
6,026
1,914
835
8,775
(531)
8,244
30
-
-
30
(1)
29
25,633
68,754
47,612
16,588
38,869
13,866
141,999
69,323
525,500
504,875
62,882
64,474
588,382
569,349
75
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 33. SUBSEQUENT EVENTS
Nil.
34. KEY MANAGEMENT PERSONNEL
The remuneration report included in the Directors’ Report sets out the remuneration policies of the consolidated entity and the
relationship between these policies and the consolidated entity’s performance.
The following have been identified as key management personnel with authority and responsibility for planning, directing and
controlling the activities of the group, directly or indirectly during the financial year:
(a) Details of key management personnel
(i) Directors
(ii) Executives
T B Crommelin
M A Ward
P W Henley
N G Politis
D T Ryan
D A Cowper
S G Best
K T Thornton
D G Stark
Chairman (non-executive)
Managing Director and Chief Executive Officer
Director (non-executive)
Director (non-executive)
Director (non-executive)
Director (non-executive)
Chief Financial Officer
General Manager – Queensland and Northern Territory
General Counsel & Company Secretary
(b) Compensation of key management personnel
The aggregate compensation made to key management personnel of the Company and the Group is set out below.
CONSOLIDATED
2014
$'000
2013
$'000
3,305,611
136,006
597,699
4,039,316
3,185,135
128,397
552,438
3,865,970
Short term
Post employment
Share based payment
(c) Option holdings of key management personnel
Details of options held by key management personnel can be found in Note 34 (f).
(d) Loans to key management personnel
There are no loans to key management personnel.
(e) Other transactions with key management personnel
Other transactions with key management personnel are detailed in Note 36: Related parties.
(f) Share Based Payments
Plan A: EPS Performance Rights and Options – Key Executives
The Group commenced a new Earnings Per Share (EPS) based performance rights and option compensation scheme for
specific executive officers in 2009. The fair value of these performance rights and options is calculated on grant date and
recognised over the period to vesting. The vesting of the performance rights and options granted is based on the achievement
of specified earnings per share growth targets and interest cover thresholds. The fair value has been calculated using a
binomial option pricing model based on numerous variables including the following:
76
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 34. KEY MANAGEMENT PERSONNEL (continued)
Performance Rights
Award date 28 August 2009
Vesting date
Expiry date
Share price at grant date
Expected life
Volatility
Risk free interest rate
Dividend yield
Performance Options
Award date 28 August 2009
Vesting date
Expiry date
Share price at grant date
Exercise price
Expected life
Volatility
Risk free interest rate
Dividend yield
27-Mar-11
28-Aug-16
$ 1.82
1.6 years
30%
4.37%
6.0%
27-Mar-11
28-Aug-16
$ 1.82
$ 1.82
4.3 years
30%
5.29%
6.0%
27-Mar-12
28-Aug-16
$ 1.82
2.6 years
30%
4.89%
6.0%
27-Mar-12
28-Aug-16
$ 1.82
$ 1.82
4.8 years
30%
5.32%
6.0%
27-Mar-13
28-Aug-16
$ 1.82
3.6 years
30%
5.18%
6.0%
27-Mar-13
28-Aug-16
$ 1.82
$ 1.82
5.3 years
30%
5.33%
6.0%
27-Mar-14
28-Aug-16
$ 1.82
4.6 years
30%
5.31%
6.0%
27-Mar-14
28-Aug-16
$ 1.82
$ 1.82
5.8 years
30%
5.33%
6.0%
27-Mar-15
27-Sep-17
$ 1.82
5.6 years
30%
5.33%
6.0%
27-Mar-15
27-Sep-17
$ 1.82
$ 1.82
6.8 years
30%
5.33%
6.0%
The General Manager, Queensland and Northern Territory, General Manager Kloster Motor Group and Chief Financial Officer
have been granted rights and options under the EPS share incentive plan (Plan A). The modified grant date method (AASB 2) is
applied to this incentive plan whereby the cost of the plan is determined by the value of the rights and options at grant date and
the probability of the EPS and interest cover targets being achieved and vesting occurring. The number of performance rights
and options granted under the plan is as follows:
Performance Rights
Number
82,830
112,035
118,880
126,265
134,205
Performance Options
Number
381,945
475,545
472,975
475,545
465,430
Grant Date
28-Aug-09
28-Aug-09
28-Aug-09
28-Aug-09
28-Aug-09
Grant Date
28-Aug-09
28-Aug-09
28-Aug-09
28-Aug-09
28-Aug-09
End Performance
Period
31-Dec-10
31-Dec-11
31-Dec-12
31-Dec-13
31-Dec-14
End Performance
Period
31-Dec-10
31-Dec-11
31-Dec-12
31-Dec-13
31-Dec-14
Expiry Date
28-Aug-16
28-Aug-16
28-Aug-16
28-Aug-16
28-Sep-17
Expiry Date
28-Aug-16
28-Aug-16
28-Aug-16
28-Aug-16
27-Sep-17
Fair Value at
Grant Date
$ 1.66
$ 1.56
$ 1.47
$ 1.39
$ 1.30
Fair Value at
Grant Date
$ 0.36
$ 0.36
$ 0.37
$ 0.37
$ 0.38
No rights or options were forfeited or expired during the year. As a result of the EPS and interest cover targets being achieved
the Performance Rights and Performance Options relating to the 31 December 2014 Performance Period as set out above have
vested since balance date.
The fair value of the performance rights and options was estimated as $1,675,000 (2013: $1,675,000) in total, with a cumulative
expense being recognised at 31 December 2014 of $1,675,000 (2013: $1,609,375).
77
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 34. KEY MANAGEMENT PERSONNEL (continued)
Plan B: EPS Performance Rights and Options – Managing Director
The Group commenced a new Earnings Per Share (EPS) based performance rights and option compensation scheme for the
Managing Director in 2010. The fair value of these performance rights and options is calculated on grant date and recognised
over the period to vesting. The vesting of the performance rights and options granted is based on the achievement of specified
earnings per share growth targets and interest cover thresholds. The fair value has been calculated using a binomial option
pricing model based on numerous variables including the following:
Performance Rights
Award date 28 May 2010
Vesting date
Expiry date
Share price at grant date
Expected life
Volatility
Risk free interest rate
Dividend yield
Performance Options
Award date 28 May 2010
Vesting date
Expiry date
Share price at grant date
Exercise price
Expected life
Volatility
Risk free interest rate
Dividend yield
27-Mar-11
28-Aug-16
$ 2.50
0.8 years
30%
4.87%
4.90%
27-Mar-11
28-Aug-16
$ 2.50
$ 1.82
3.5 years
30%
4.87%
4.90%
27-Mar-12
28-Aug-16
$ 2.50
1.8 years
30%
4.97%
4.90%
27-Mar-12
28-Aug-16
$ 2.50
$ 1.82
4.0 years
30%
4.97%
4.90%
27-Mar-13
28-Aug-16
$ 2.50
2.8 years
30%
5.02%
4.90%
27-Mar-13
28-Aug-16
$ 2.50
$ 1.82
4.5 years
30%
5.02%
4.90%
27-Mar-14
28-Aug-16
$ 2.50
3.8 years
30%
5.08%
4.90%
27-Mar-14
28-Aug-16
$ 2.50
$ 1.82
5.0 years
30%
5.08%
4.90%
27-Mar-15
27-Sep-17
$ 2.50
4.8 years
30%
5.19%
4.90%
27-Mar-15
27-Sep-17
$ 2.50
$ 1.82
6.1 years
30%
5.19%
4.90%
The Managing Director has been granted rights and options under the EPS share incentive plan (Plan B). The modified grant
date method (AASB 2) is applied to this incentive plan whereby the cost of the plan is determined by the value of the rights
and options at grant date and the probability of the EPS and interest cover targets being achieved and vesting occurring.
The number of performance rights and options granted under the plan is as follows:
Performance Rights
Number
36,890
82,440
89,000
94,890
105,140
Performance Options
Number
416,665
815,215
810,810
815,215
797,870
Grant Date
28-May-10
28-May-10
28-May-10
28-May-10
28-May-10
Grant Date
28-May-10
28-May-10
28-May-10
28-May-10
28-May-10
End Performance
Period
31-Dec-10
31-Dec-11
31-Dec-12
31-Dec-13
31-Dec-14
End Performance
Period
31-Dec-10
31-Dec-11
31-Dec-12
31-Dec-13
31-Dec-14
Expiry Date
28-Aug-16
28-Aug-16
28-Aug-16
28-Aug-16
28-Sep-17
Expiry Date
28-Aug-16
28-Aug-16
28-Aug-16
28-Aug-16
27-Sep-17
Fair Value at
Grant Date
$ 2.40
$ 2.29
$ 2.18
$ 2.07
$ 1.97
Fair Value at
Grant Date
$ 0.81
$ 0.81
$ 0.81
$ 0.80
$ 0.81
No rights or options were forfeited or expired during the year. As a result of the EPS and interest cover targets being achieved
the Performance Rights and Performance Options relating to the 31 December 2014 Performance Period as set out above have
vested since balance date.
The fair value of the performance rights and options was estimated as $3,826,828 (2013: $3,826,828) in total, with a cumulative
expense being recognised at 31 December 2014 of $3,826,828 (2013: $3,641,322).
78
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 34. KEY MANAGEMENT PERSONNEL (continued)
Plan C: EPS Performance Rights and Options – Key Executives 2014
The Group commenced a new Earnings Per Share (EPS) based performance rights and option compensation scheme for
specific executive officers in 2014. The fair value of these performance rights and options is calculated on grant date and
recognised over the period to vesting. The vesting of the performance rights and options granted is based on the achievement
of specified earnings per share growth targets and interest cover thresholds. The fair value has been calculated using a
binomial option pricing model based on numerous variables including the following:
Performance Rights
Award date 4 July 2014
Vesting date
Expiry date
Share price at grant date
Expected life
Volatility
Risk free interest rate
Dividend yield
Performance Options
Award date 4 July 2014
Vesting date
Expiry date
Share price at grant date
Exercise price
Expected life
Volatility
Risk free interest rate
Dividend yield
31-Mar-16
04-Jul-21
$ 5.47
1.7 years
25%
2.51%
4.2%
31-Mar-16
04-Jul-21
$ 5.47
$ 5.47
4.4 years
25%
2.90%
4.2%
31-Mar-17
04-Jul-21
$ 5.47
2.7 years
25%
2.63%
4.2%
31-Mar-17
04-Jul-21
$ 5.47
$ 5.47
4.9 years
25%
2.98%
4.2%
31-Mar-18
04-Jul-21
$ 5.47
3.7 years
25%
2.79%
4.2%
31-Mar-18
04-Jul-21
$ 5.47
$ 5.47
5.4 years
25%
3.06%
4.2%
31-Mar-19
30-Sep-22
$ 5.47
4.7 years
25%
2.96%
4.2%
31-Mar-19
30-Sep-22
$ 5.47
$ 5.47
6.5 years
25%
3.24%
4.2%
31-Mar-20
30-Sep-22
$ 5.47
5.7 years
25%
3.13%
4.2%
31-Mar-20
30-Sep-22
$ 5.47
$ 5.47
7.0 years
25%
3.31%
4.2%
The Managing Director, General Manager Queensland and Northern Territory, Chief Financial Officer, General Counsel and
Company Secretary and four other senior executives have been granted rights and options under the EPS share incentive plan
(Plan C). The modified grant date method (AASB 2) is applied to this incentive plan whereby the cost of the plan is determined
by the value of the rights and options at grant date and the probability of the EPS and interest cover targets being achieved and
vesting occurring. The number of performance rights and options granted under the plan is as follows:
Performance Rights
Number
137,791
143,731
149,888
156,248
163,166
Performance Options
Number
769,228
744,675
736,837
693,066
686,269
Grant Date
04-Jul-14
04-Jul-14
04-Jul-14
04-Jul-14
04-Jul-14
Grant Date
04-Jul-14
04-Jul-14
04-Jul-14
04-Jul-14
04-Jul-14
End Performance
Period
31-Dec-15
31-Dec-16
31-Dec-17
31-Dec-18
31-Dec-19
End Performance
Period
31-Dec-15
31-Dec-16
31-Dec-17
31-Dec-18
31-Dec-19
Expiry Date
04-Jul-21
04-Jul-21
04-Jul-21
30-Sep-22
30-Sep-22
Expiry Date
04-Jul-21
04-Jul-21
04-Jul-21
30-Sep-22
30-Sep-22
Fair Value at
Grant Date
$ 5.08
$ 4.87
$ 4.67
$ 4.48
$ 4.29
Fair Value at
Grant Date
$ 0.91
$ 0.94
$ 0.95
$ 1.01
$ 1.02
No rights or options were forfeited or expired during the year. No rights or options vested during the year.
The fair value of the performance rights and options was estimated as $1,166,667 (2013: Nil) in total, with a cumulative expense
being recognised at 31 December 2014 of $388,889 (2013: Nil).
79
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 35. OTHER SHARE BASED PAYMENTS
Recognised share-based payments expenses
Refer Note 27 for movements on share based payments reserve.
Plan D: EPS Performance Rights and Options – Senior Management (A)
The Group commenced a new Earnings Per Share (EPS) based performance rights and option compensation scheme for
nineteen specific management personnel in 2010. The fair value of these performance rights and options is calculated on grant
date and recognised over the period to vesting. The vesting of the performance rights and options granted is based on the
achievement of specified earnings per share growth targets and interest cover thresholds. The fair value has been calculated
using a binomial option pricing model based on numerous variables including the following:
Performance Rights
Award date 27 January 2010
Vesting date
Expiry date
Share price at grant date
Expected life
Volatility
Risk free interest rate
Dividend yield
Performance Options
Award date 27 January 2010
Vesting date
Expiry date
Share price at grant date
Exercise price
Expected life
Volatility
Risk free interest rate
Dividend yield
27-Mar-11
27-Jan-17
$ 2.42
1.2 years
30%
5.06%
5.10%
27-Mar-11
27-Jan-17
$ 2.42
$ 2.42
4.1 years
30%
5.06%
5.10%
27-Mar-12
27-Jan-17
$ 2.42
2.2 years
30%
5.11%
5.10%
27-Mar-12
27-Jan-17
$ 2.42
$ 2.42
4.6 years
30%
5.11%
5.10%
27-Mar-13
27-Jan-17
$ 2.42
3.2 years
30%
5.17%
5.10%
27-Mar-13
27-Jan-17
$ 2.42
$ 2.42
5.1 years
30%
5.17%
5.10%
Specific executives have been granted rights and options under the EPS share incentive plan (Plan D). This includes the General
Counsel & Company Secretary. The modified grant date method (AASB 2) is applied to this incentive plan whereby the cost of the
plan is determined by the value of the rights and options at grant date and the probability of the EPS and interest cover targets
being achieved and vesting occurring. The number of performance rights and options granted under the plan is as follows:
Performance Rights
Number
139,285
186,975
196,770
Performance Options
Grant Date
27-Jan-10
27-Jan-10
27-Jan-10
End Performance
Period
31-Dec-10
31-Dec-11
31-Dec-12
Expiry Date
27-Jan-17
27-Jan-17
27-Jan-17
Fair Value at Grant
Date
$ 2.28
$ 2.17
$ 2.06
Number
597,705
731,250
714,690
Grant Date
27-Jan-10
27-Jan-10
27-Jan-10
End Performance
Period
31-Dec-10
31-Dec-11
31-Dec-12
Expiry Date
27-Jan-17
27-Jan-17
27-Jan-17
Fair Value at Grant
Date
$ 0.50
$ 0.52
$ 0.53
As a result of the EPS and interest cover targets being achieved the performance rights and options for each Performance
Period have vested.
The fair value of the performance rights and options for 2012 was $2,151,641, with a cumulative expense being recognised as
31 December 2012 of $2,151,641.
80
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 35. OTHER SHARE BASED PAYMENTS (continued)
Plan E: EPS Performance Rights and Options – Senior Management (B)
The Group commenced a new Earnings Per Share (EPS) based performance rights and option compensation scheme for
three specific executive officers in 2010. The fair value of these performance rights and options is calculated on grant date and
recognised over the period to vesting. The vesting of the performance rights and options granted is based on the achievement of
specified earnings per share growth targets and interest cover thresholds. The fair value has been calculated using a binomial
option pricing model based on numerous variables including the following:
Performance Rights
Award date 22 October 2010
Vesting date
Expiry date
Share price at grant date
Expected life
Volatility
Risk free interest rate
Dividend yield
Performance Options
Award date 22 October 2010
Vesting date
Expiry date
Share price at grant date
Exercise price
Expected life
Volatility
Risk free interest rate
Dividend yield
27-Mar-11
27-Jan-17
$ 2.52
0.4 years
30%
4.91%
5.00%
27-Mar-11
27-Jan-17
$ 2.52
$ 2.52
3.3 years
30%
4.91%
5.00%
27-Mar-12
27-Jan-17
$ 2.52
1.4 years
30%
4.93%
5.00%
27-Mar-12
27-Jan-17
$ 2.52
$ 2.52
3.8 years
30%
4.93%
5.00%
27-Mar-13
27-Jan-17
$ 2.52
2.4 years
30%
4.95%
5.00%
27-Mar-13
27-Jan-17
$ 2.52
$ 2.52
4.3 years
30%
4.95%
5.00%
Specific executives have been granted rights and options under the EPS share incentive plan (Plan E). The modified grant
date method (AASB 2) is applied to this incentive plan whereby the cost of the plan is determined by the value of the rights
and options at grant date and the probability of the EPS and interest cover targets being achieved and vesting occurring.
The number of performance rights and options granted under the plan is as follows:
Performance Rights
Number
7,785
40,650
42,735
Grant Date
22-Oct-10
22-Oct-10
22-Oct-10
End Performance
Period
31-Dec-10
31-Dec-11
31-Dec-12
Expiry Date
27-Jan-17
27-Jan-17
27-Jan-17
Fair Value at Grant
Date
$ 2.47
$ 2.35
$ 2.23
Performance Options
Number
39,825
187,785
181,365
Grant Date
22-Oct-10
22-Oct-10
22-Oct-10
End Performance
Period
31-Dec-10
31-Dec-11
31-Dec-12
Expiry Date
27-Jan-17
27-Jan-17
27-Jan-17
Fair Value at Grant
Date
$ 0.48
$ 0.51
$ 0.53
As a result of the EPS and interest cover targets being achieved the performance rights and options for each Performance
Period have vested.
The fair value of the performance rights and options for 2012 was $419,936, with a cumulative expense being recognised at
31 December 2012 of $419,936.
81
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 35. OTHER SHARE BASED PAYMENTS (continued)
Plan F: EPS Performance Options – Senior Management 2013
The Group commenced a new Earnings Per Share (EPS) based share option compensation scheme for 57 specific senior staff,
including the Company Secretary/General Counsel. The fair value of these performance options is calculated on grant date
and recognised over the period to vesting. The vesting of the performance options granted is based on the achievement of
specified earnings per share growth targets. The fair value has been calculated using a binomial option pricing model based on
numerous variables including the following:
Performance Options
Award date 27 March 2013
Vesting date
Expiry date
Share price at grant date
Exercise price
Expected life
Volatility
Risk free interest rate
Dividend yield
31-Mar-15
31-Mar-20
$ 4.84
$ 5.04
4.5 years
30%
3.08%
4.20%
31-Mar-16
31-Mar-20
$ 4.84
$ 5.04
4.5 years
30%
3.08%
4.20%
31-Mar-17
31-Mar-20
$ 4.84
$ 5.04
5.0 years
30%
3.13%
4.20%
31-Mar-18
31-Mar-20
$ 4.84
$ 5.04
5.5 years
30%
3.17%
4.20%
31-Mar-19
31-Mar-20
$ 4.84
$ 5.04
6.0 years
30%
3.22%
4.20%
Specific executives have been granted options under the EPS share incentive plan (Plan F). The modified grant date method
(AASB 2) is applied to this incentive plan whereby the cost of the plan is determined by the value of the options at grant date and the
probability of the EPS targets being achieved and vesting occurring. The number of options granted under the plan is as follows:
Performance Options
Number
951,450
951,450
921,930
903,040
893,850
Grant Date
27-Mar-13
27-Mar-13
27-Mar-13
27-Mar-13
27-Mar-13
End Performance
Period
31-Dec-14
31-Dec-15
31-Dec-16
31-Dec-17
31-Dec-18
Expiry Date
31-Mar-20
31-Mar-20
31-Mar-20
31-Mar-20
31-Mar-20
Fair Value at Grant
Date
$ 0.93
$ 0.93
$ 0.96
$ 0.98
$ 0.99
A total of 548,330 options were forfeited or expired during the year. As a result of the EPS target being achieved the performance
options relating to the 31 December 2014 Performance Period have vested since balance date.
The fair value of the performance rights and options for 2014 was $2,340,000 (2013: $885,000) with a cumulative expense being
recognised at 31 December 2014 of $2,080,000 (2013: $885,000).
Plan G: Specifc Target Performance Rights and Options
The Group commenced a new performance rights and option compensation scheme for a specific senior staff member,
based on achieving certain defined operating targets for a specifc business entity. The fair value of these performance rights
and options is calculated on grant date and recognised over the period to vesting. The fair value has been calculated using a
binomial option pricing model based on numerous variables including the following:
31-Mar-15
$ 4.84
2.0 years
30%
2.88%
4.20%
31-Mar-16
$ 4.84
2.0 years
30%
2.88%
4.20%
31-Mar-17
$ 4.84
3.0 years
30%
2.95%
4.20%
31-Mar-18
$ 4.84
4.0 years
30%
3.04%
4.20%
31-Mar-19
$ 4.84
5.0 years
30%
3.13%
4.20%
Performance Rights
Award date 27 March 2013
Vesting date
Share price at grant date
Expected life
Volatility
Risk free interest rate
Dividend yield
82
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 35. OTHER SHARE BASED PAYMENTS (continued)
Performance Options
Award date 27 March 2013
Vesting date
Expiry date
Share price at grant date
Expected life
Volatility
Risk free interest rate
Dividend yield
31-Mar-15
31-Mar-20
$ 4.84
4.5 years
30%
3.08%
4.20%
31-Mar-16
31-Mar-20
$ 4.84
4.5 years
30%
3.08%
4.20%
31-Mar-17
31-Mar-20
$ 4.84
5.0 years
30%
3.13%
4.20%
31-Mar-18
31-Mar-20
$ 4.84
5.5 years
30%
3.17%
4.20%
31-Mar-19
31-Mar-20
$ 4.84
6.0 years
30%
3.22%
4.20%
A specific executive have been granted performance rights and options under the Specific Target share plan (Plan G). The
modified grant date method (AASB 2) is applied to this incentive plan whereby the cost of the plan is determined by the value
of the rights and options at grant date and the probability of specifc targets being achieved and vesting occurring. The number
of options granted under the plan is as follows:
Performance Rights
Number
11,240
11,240
11,740
12,220
12,760
Performance Options
Number
107,530
107,530
104,170
102,040
101,010
Grant Date
27-Mar-13
27-Mar-13
27-Mar-13
27-Mar-13
27-Mar-13
Grant Date
27-Mar-13
27-Mar-13
27-Mar-13
27-Mar-13
27-Mar-13
End Performance
Period
31-Dec-14
31-Dec-15
31-Dec-16
31-Dec-17
31-Dec-18
End Performance
Period
31-Dec-14
31-Dec-15
31-Dec-16
31-Dec-17
31-Dec-18
Expiry Date
31-Mar-20
31-Mar-20
31-Mar-20
31-Mar-20
31-Mar-20
Fair Value at Grant
Date
$ 4.45
$ 4.45
$ 4.26
$ 4.09
$ 3.92
Expiry Date
31-Mar-20
31-Mar-20
31-Mar-20
31-Mar-20
31-Mar-20
Fair Value at Grant
Date
$ 0.93
$ 0.93
$ 0.96
$ 0.98
$ 0.99
No performance rights or options were forfeited or expired during the year. As a result of the specific targets being achieved
the performance rights and options relating to the 31 December 2013 and 31 December 2014 Performance Period have vested
since balance date.
The fair value of the performance rights and options for 2014 was $300,000 (2013: nil), with a cumulative expense being
recognised as at 31 December 2014 of $300,000 (2013: nil).
83
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) 36. RELATED PARTIES
Key management personnel
Other information on key management personnel has been disclosed in the Directors’ Report.
Remuneration and retirement benefits
Information on the remuneration of key individual management personnel has been disclosed in the Remuneration Report
included in the Directors’ Report.
Other transactions of directors and director related entities
The aggregate amount of “Other transactions” with key management personnel are as follows:
(i)
Mr N G Politis is a director and shareholder of a number of companies involved in the motor industry with whom the
consolidated entity transacts business. These transactions, sales of $580,024 (2013: $593,886) and purchases of $354,239
(2013: $313,122) during the last 12 months, are primarily the sale and purchase of spare parts and accessories and are
carried out under terms and conditions no more favourable than those which it is reasonable to expect would have applied if
the transactions were at arm’s length.
(ii) Controlled entities may, from time to time, sell motor vehicles, parts and servicing of motor vehicles for domestic use to
directors of entities in the consolidated entity or their director-related entities within a normal employee relationship on
terms and conditions no more favourable than those which it is reasonable to expect would have been adopted if dealing
with the directors or their director-related entities at arm’s length in the same circumstances.
Wholly-owned group
The parent entity of the wholly-owned group is A.P. Eagers Limited. Information relating to the wholly-owned group is set out
in Note 29.
37. EARNINGS PER SHARE
(a) Basic earnings per share
Earnings attributable to the ordinary equity holders of the company
(b) Diluted earnings per share
Earnings attributable to the ordinary equity holders of the company
(c) Reconciliations of earnings used in calculating earnings per share
Basic Earnings per Share
Profit for the year
Less: attributable to non-controlling interest
Profit attributable to the ordinary equity holders of the company used in
calculating basic earnings per share
Diluted Earnings per Share
Profit for the year
CONSOLIDATED
2014
Cents
2013
Cents
43.0
36.4
41.6
35.3
CONSOLIDATED
2014
$’ 000
2013
$’ 000
76,690
(460)
63,962
(353)
76,230
63,609
76,690
63,962
Profit attributable to the ordinary equity holders of the company used in calculating
diluted earnings per share
76,230
63,609
Weighted average number of ordinary shares outstanding during the year
Adjustments for calculation of diluted earnings per share – performance rights and options
177,289,994
5,873,128
174,862,288
5,174,058
Weighted average number of ordinary shares outstanding during the year used in the
calculation of diluted earnings per share
183,163,122 180,036,346
84
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) NOTES TO AND FORMING PART OF
THE FINANCIAL STATEMENTS
38. RECONCILIATION OF NET PROFIT AFTER TAX TO THE NET CASH INFLOWS FROM OPERATIONS
Net profit after tax
Depreciation and amortisation
Profit on sale of property, plant and equipment
Share of profit of associate
Dividends from investments
Employee share scheme expense
Employee share payment to trust
Non cash impairment adjustments
Non controlling interest adjustments
Profit on sale of business
Deposit on McLachlan & Gabba adjustment
(Increase)/decrease in assets –
Receivables
Inventories
Prepayments
Increase/(decrease) in liabilities -
Creditors (including bailment finance)
Provisions
Taxes payable
CONSOLIDATED
2014
$’ 000
2013
$’ 000
76,690
63,962
12,583
(2,414)
(4,939)
7,646
2,135
(1,077)
-
(1,850)
(900)
22,553
(31,370)
(49,336)
5,810
64,608
1,051
(3,045)
12,354
(207)
(1,959)
1,094
1,455
(2,361)
708
(822)
(900)
-
2,470
125
(4,705)
6,836
456
(2,539)
Net cash inflow from operating activities
98,145
75,967
39. NON-CASH TRANSACTIONS
No component of dividends were settled by the issuance of ordinary shares under the Dividend Reinvestment Plan in 2014
(2013: $22,242,785 representing 5,295,491 ordinary shares).
On 15 September 2014, the group announced that it had entered into unconditional contracts for the sale of 44 Ipswich Road,
33 Jurgens Street and 79 Logan Road in Woolloongabba, and as a result recognised a profit on sale of $2.211m included within
the amount disclosed in Note 4. Consideration for the sale totalling $35.879m is to be realised in staged payments over the next
5 years. To balance date, the group has received $1.794m of the consideration, with the balance recognised on the statement of
financial position under “Property sale receivable”.
85
A.P. Eagers ANNUAL REPORT 201431 DECEMBER 2014 (continued)
40. INVESTMENTS IN ASSOCIATE
(a) Carrying amounts
Investments in associate are accounted for in the consolidated financial statements using the equity method of accounting.
Information relating to the associate is set out below:
OWNERSHIP INTEREST
CONSOLIDATED
2014
%
2013
%
2014
$’ 000
2013
$’ 000
Name of company
Unlisted securities
Norna Limited (formerly M T Q Insurance Services Limited)
20.65
20.65
1,620
4,327
During the year M T Q Insurance Services Limited changed its name to Norna Limited. On 29 August 2014 MTA Insurance
Limited (a wholly owned subsidiary of Norna Limited) was sold to AAI Limited with settlement to take place in instalments,
the final of which is expected to be realised in 2016. Once the sale is completed Norna Limited will be liquidated.
AP Eagers Limited will remain a shareholder in Norna Limited with a 20.65% interest (PY: 20.65%) and will continue to equity
account the investment in the associate which has been equity accounted from 1 January 2006 (refer Note 14), until the final
distributions are received and Norna Limited is liquidated.
Norna Limited is incorporated in Australia. Its principal activities for the period up to the sale remained the sale of consumer
credit and insurance products, as well as undertaking investment activities. Since the sale, the entity will realise the
transaction until liquidated.
(b) Movement in the carrying amounts of investment in associate -
Carrying amount at the beginning of the financial year
Equity share of profit from ordinary activities
after income tax
Dividends received during current year
Carrying amount at the end of the financial year
(c) Summarised financial information of associate
The aggregate profits, assets and liabilities of associate are:
Revenue
Profits from ordinary activities after income tax expense
Assets
Liabilities
CONSOLIDATED
2014
$’ 000
2013
$’ 000
4,327
3,461
4,939
(7,646)
1,620
1,959
(1,094)
4,327
31,244
23,519
10,049
53
43,128
9,842
89,201
65,668
(d) Share of associate profit
(Based on the last published results for the 12 months to 30 June 2014 plus unaudited results
up to 31 December 2014)
Profit from ordinary activities after income tax
4,939
1,959
(e) Share of associate expenditure commitments
Lease commitments
(f) Dividends received from associate
(g) Reporting date of associate
The associate reporting dates are 30 June annually.
86
-
151
7,646
1,094
A.P. Eagers ANNUAL REPORT 2014NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 2014 (continued) DIRECTORS’ DECLARATION
The directors declare that :
(a)
(b)
in the directors’ opinion, there are reasonable grounds to believe that the Company will be able to
pay its debts as and when they become due and payable;
in the directors’ opinion, the attached financial statements and notes thereto are in accordance
with the Corporations Act 2001, including compliance with accounting standards and giving a true
and fair view of the financial position and performance of the consolidated entity; and
(c)
In the director’s opinion, the attached financial statements are in compliance with
International Financial Reporting Standards as stated in Note 1(a) to the financial statements; and
(d)
the directors have been given the declarations required by s.295A of the Corporations Act 2001
At the date of this declaration, the company is within the class of companies affected by ASIC Class Order 98/1418.
The nature of the deed of cross guarantee is such that each company which is party to the deed guarantees to each creditor
payment in full of any debt in accordance with the deed of cross guarantee.
In the directors’ opinion, there are reasonable grounds to believe that the company and the companies to which the ASIC Class
Order applies, as detailed in Note 29 to the financial statements will, as a group, be able to meet any obligations or liabilities to
which they are, or may become, subject by virtue of the deed of cross guarantee.
Signed in accordance with a resolution of the directors made pursuant to s.295(5) of the Corporations Act 2001.
On behalf of the Directors
M A Ward
Director
25 March 2015
87
A.P. Eagers ANNUAL REPORT 2014
INDEPENDENT AUDITOR’S REPORT
88
A.P. Eagers ANNUAL REPORT 2014 INDEPENDENT AUDITOR’S REPORT
(continued)
89
A.P. Eagers ANNUAL REPORT 2014
SHAREHOLDER INFORMATION
AS AT 16 MARCH 2015
Equity Securities
The company’s quoted securities consist of 178,519,473 ordinary fully paid shares (ASX: APE).
Top 20 Holders of Ordinary Shares
WFM Motors Pty Ltd
Patterson Cheney Investments Pty Ltd
Jove Pty Ltd
Alan Piper Investments (No 1) Pty Ltd
Milton Corporation Limited
Argo Investments Limited
Navigator Australia Ltd
Martin Ward
Berne No 132 Nominees Pty Ltd
Citicorp Nominees Pty Ltd
Diane Colman
National Nominees Limited
Hegford Pty Ltd
ANZ Trustees Limited
Peter Gary Robinson
Trevor Reading
Walmayne Pty Ltd
AMP Life Limited
RBC Investor Services Australia Nominees Pty Limited
Bryce McKerrell
No. of Shares
% of Issued Shares
66,110,960
12,591,761
10,715,916
6,406,250
5,833,107
4,312,620
3,254,378
2,854,170
2,444,101
2,227,848
1,881,710
1,590,951
1,203,063
1,181,920
1,116,455
1,107,550
1,000,000
991,527
882,197
869,637
37.03
7.05
6.00
3.59
3.27
2.42
1.82
1.60
1.37
1.25
1.05
0.89
0.67
0.66
0.63
0.62
0.56
0.56
0.49
0.49
90
A.P. Eagers ANNUAL REPORT 2014
SHAREHOLDER INFORMATION
AS AT 16 MARCH 2015 (continued)
Distribution of Shareholders
Substantial Shareholders
WFM Motors Pty Ltd
Patterson Cheney Investments Pty Ltd
Jove Pty Ltd
No. of Shares Held
62,817,353
11,977,755
10,193,381
Range
No. of Shareholders
1
1,001
5,001
10,001
-
-
-
-
1,000
5,000
10,000
100,000
100,001 and over
1,689
1,434
516
804
108
4,551
77 shareholders hold less than a marketable parcel.
Performance Rights and Options
940,516 unvested performance rights, 9,026,947 unvested options, 239,345 vested performance rights and and 8,207,515
vested options are on issue to 60 holders pursuant to the Executive Incentive Plan. Vesting is subject to the achievement
of pre-determined performance hurdles, as described in the Directors’ Report. The rights and options do not have any
dividend or voting rights.
On-market Buy-back
The company does not have a current on-market share buy-back.
Voting Rights
The following voting rights attach to ordinary shares, subject to the company’s constitution:
•
A shareholder entitled to attend and vote at a meeting may do so in person or by proxy, attorney or
corporate representative.
• On a show of hands, each shareholder entitled to vote has one vote.
• On a poll, each shareholder entitled to vote has one vote for each fully paid share and a fraction for each partly paid share.
•
If a share is held jointly with two or more holders in attendance, only the holder whose name appears first
in the register may vote.
91
A.P. Eagers ANNUAL REPORT 2014
CORPORATE DIRECTORY
A.P. Eagers Limited
ABN 87 009 680 013
Incorporation
Controlled Entities
Adtrans Australia Pty Ltd ABN 47 008 278 171
Adtrans Automotive Group Pty Ltd ABN 83 007 866 917
Adtrans Corporate Pty Ltd ABN 85 056 340 928
Incorporated in Queensland on 17 April 1957
Adtrans Group Ltd ABN 28 008 129 477
Registered Office
80 McLachlan Street
Fortitude Valley QLD 4006
Postal Address
PO Box 199
Fortitude Valley QLD 4006
Telephone
(07) 3608 7100
Facsimile
(07) 3608 7111
Website
www.apeagers.com.au
Auditor
Deloitte Touché Tohmatsu
Grosvenor Place
225 George Street
Sydney NSW 2000
Share Registry
Computershare Investor Services Pty Ltd
117 Victoria Street
West End QLD 4101
Enquiries within Australia: 1300 552 270
Enquiries outside Australia: +61 3 9415 4000
Board of Directors
Tim Crommelin, Chairman
Martin Ward, Managing Director & Chief Executive Officer
Nick Politis, Non-executive Director
Peter Henley, Non-executive Director
Dan Ryan, Non-executive Director
David Cowper, Non-executive Director
Company Secretary
Adtrans Hino Pty Ltd ABN 51 127 369 260
Adtrans Truck Centre Pty Ltd ABN 17 106 764 327
Adtrans Trucks Adelaide Pty Ltd ABN 45 151 699 651
Adtrans Trucks Pty Ltd ABN 71 008 264 935
Adtrans Used Pty Ltd ABN 11 074 561 514
A.P. Ford Pty Ltd ABN 43 010 602 383
A.P. Group Ltd ABN 53 010 030 994
A.P. Motors Pty Ltd ABN 76 010 579 996
A.P. Motors (No.1) Pty Ltd ABN 95 010 585 234
A.P. Motors (No.2) Pty Ltd ABN 97 010 585 243
A.P. Motors (No.3) Pty Ltd ABN 99 010 585 252
Associated Finance Pty Ltd ABN 76 009 677 678
Austral Pty Ltd ABN 89 009 662 202
BASW Pty Ltd ABN 63 601 452 199
Bill Buckle Autos Pty Ltd ABN 75 000 388 054
Bill Buckle Holdings Pty Ltd ABN 44 062 951 106
Bill Buckle Leasing Pty Ltd ABN 52 000 871 910
Black Auto CQ Pty Ltd ABN 50 135 015 191
Black Auto South West Pty Ltd ABN 12 600 279 927
Boonarga Welding Pty Ltd ABN 31 099 480 903
CH Auto Pty Ltd ABN 20 600 297 783
City Automotive Group Pty Ltd ABN 14 067 985 602
E.G. Eager & Son Pty Ltd ABN 20 009 658 306
Eagers Finance Pty Ltd ABN 65 009 721 288
Eagers MD Pty Ltd ABN 58 009 727 753
Eagers Nominees Pty Ltd ABN 98 009 723 488
Eagers Retail Pty Ltd ABN 91 009 662 211
Graham Cornes Motors Pty Ltd ABN 73 008 123 993
IB MD Pty Ltd ABN 50 169 210 173
IB Motors Pty Ltd ABN 90 169 209 607
Leaseline & General Finance Pty Ltd ABN 51 010 131 361
Melbourne Truck and Bus Centre Pty Ltd ABN 42 143 202 699
Nundah Motors Pty Ltd ABN 52 009 681 556
PPT Holdings No 1 Pty Ltd ABN 13 078 207 333
PPT Holdings No 2 Pty Ltd ABN 13 078 207 397
PPT Holdings No 3 Pty Ltd ABN 30 078 207 468
PPT Investments Pty Ltd ABN 80 000 868 860
Precision Automotive Technology Pty Ltd ABN 59 163 233 207
South West Queensland Motors Pty Ltd ABN 21 600 279 589
Stillwell Trucks Pty Ltd ABN 19 008 014 720
Denis Stark, General Counsel & Company Secretary
Western Equipment Rentals Pty Ltd ABN 91 131 269 184
Whitehorse Trucks Pty Ltd ABN 13 116 437 702
92
A.P. Eagers ANNUAL REPORT 2014