Emeco Holdings Limited
Annual Report 2016

Plain-text annual report

Emeco Holdings Limited and its Controlled Entities ABN 89 112 188 815 Annual Financial Report 30 June 2016 EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 1 Contents Chairman’s Report ................................................................................................................ 3 Managing Director’s Report ................................................................................................... 5 Operating and Financial Review............................................................................................. 7 Regional Business Overview .................................................................................................13 Financial Report ...................................................................................................................18 EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 2 Chairman’s Report Dear Shareholder, We are pleased to present the Emeco Holdings Limited Annual Report for financial year 2015/2016 (FY16). Improved earnings performance despite poor market conditions Emeco improved its operating performance over FY16, combining increased utilisation with cost reduction initiatives, to deliver a turnaround in earnings after several years of decline. Despite conditions deteriorating further in the markets in which Emeco operates over the past 12 months, management generated improved performance through growth of market share in Australia, proactively restructuring the Canada operations to minimise value leakage, improving operating utilisation in Chile and driving efficiency gains across the business. Importantly, the business evidenced significantly improved operating performance over the second half of the previous financial year. Operating conditions weakened in Canada, driven by the oil price falling from approximately US$60/barrel at the commencement of FY16 to a low of close to US$25/barrel in January 2016. This resulted in a substantially lower volume of winter works impacting first half FY16, while the last six months in Canada was adversely affected by the bushfire natural disaster which shut down the oil sands industry for two months. The Company responded to the challenging conditions in Canada by right-sizing the business and entering into a strategic asset sharing partnership with Heavy Metal Equipment Rentals (HMER). An unexpected change in a major customers mine plan in Chile significantly impacted its operating utilisation over March and April 2016. The Company has been well led by Ian Testrow, who as Managing Director, is driving a focus on improving operational efficiency across the business and instilling a culture of identifying innovative solutions for Emeco and our customers. This is evident from our partnership in Chile, the asset sharing arrangement with HMER in Canada, the asset swap executed in Canada and the strategic relationship with The Red Button Group. The business ended the year with net debt of $365.4 million, being a $48.5 million decrease on the prior year. This achievement was driven by strong cash flow management and a reduction in gross debt with the purchase of bonds on market. This was affected in the first half of FY16 through the partial closure of interest rate swaps to execute an on- market purchase of US$52.3 million face value of our 144A bonds. Year-end cash of $24.8 million was only $3.0 million down on the prior year as a result of working capital release, disposals and improved earnings. Safety and sustainability Similar to FY15, the challenges faced over FY16 have not impacted Emeco’s efforts in maintaining our commitment to our people, the environment and the community. The Company continues to adopt safety practices of the highest standard. Cost reduction initiatives have not diminished our commitment to safety or sustainability processes or procedures. Overall, our LTIFR reduced 42% to 1.1, while our TRIFR decreased 25% to 5.6, which are pleasing trends. Emeco’s workforce composition was heavily influenced by the current market conditions in which we operate. Both the Australian and Canadian workforce saw significant changes as the business was right-sized to reflect our current operating conditions. Overall our employee numbers reduced to 254 (from 336), reflecting the market, but Emeco continues to work on the development and retention of our personnel. Refer to our website for Emeco’s FY16 Sustainability Report and details on our safety and sustainability achievements over the year. Focus on operational excellence and cash management Heading into FY17 the focus remains on further driving efficiency gains in the business and maintaining tight capital management. Project Fit phase 2 initiatives implemented over FY16 will continue to drive margin improvements in FY17, while improved operating utilisation in Australia and the HMER arrangement in Canada are expected to stabilise revenue compared to FY16. Building on the success of Project Fit, management is now focused on operational excellence and seeking opportunities to reduce our cost base further through smarter fleet management solutions and efficiency improvements. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 3 The board is pleased with Emeco’s progress over FY16, in particular the improved earnings and minimal cash out flow achieved despite continuing market weakness. The business will continue to build on its accomplishments over the past 12 months and the earnings run rate into FY17 indicates further revenue improvements are likely. Finally, the board would like to extend its appreciation of the efforts of Alec Brennan who retired during the year after ten years as Chairman. Alec steered Emeco through the transition from a privately held company to a listed global enterprise and presided resolutely over the past few years of extreme volatility in our markets. We wish him all the best in his retirement. Peter Richards Chairman EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 4 Managing Director’s Report Dear Shareholder, In the past year we have made significant progress in reducing our costs, increasing our customer focus and service level and evolving our rental value proposition through the use of the Emeco Operating System (EOS) technology. I am especially proud of our significant improved safety performance with our TRIFR decreasing from 7.5 at the end of FY15 to 5.6 at the end of FY16. The improvements in FY16 were driven by our employees’ commitment, creativity and resilience. I would like to thank the Emeco team for all of their hard work. Progress on turnaround Emeco improved its earnings and profitability in FY16. This was driven by cost reductions and the Emeco team’s determination to provide our customers quality service regardless of the market conditions. In FY16 we achieved a sustainable annual cost reduction run rate of $26.7m. Going into FY17, our continuous improvement focus moves to “Operational Excellence”. We are excited about the opportunities to create further savings in labour productivity, extending component life, alternate component sourcing, optimising inventory and improving logistics. Emeco ended FY16 with an operating EBITDA of $54.2 million (up $10.8 million on FY15 operating EBITDA of $43.4 million) and an operating net loss after tax of $90.5 million. Continued weakness in the markets in which Emeco operates resulted in the business recognising tangible asset impairments totalling $179.6 million over the year, primarily in Canada. Average group operating utilisation for FY16 of 44% was slightly lower than the FY15 average of 46%. This decrease was a result of a significant drop in Canada utilisation, offset by improvements in Australia. Excluding Canada, operating utilisation averaged 50% for FY16. Increasing our overall earnings in FY16 against the backdrop of the Canadian business’ drop in earnings, continued weak operating utilisation and low rental rates is a testament to Emeco’s ability to operate in challenging market conditions. Cost discipline and senior management focus on customers and operational performance has Emeco well placed to outperform the industry in the current environment and generate significantly improved returns when the market eventually recovers. Strategic achievements across the business The Australian business improved average operating utilisation over FY16 to 50%, which was lead primarily by growth in both New South Wales and Queensland. The New South Wales business continues to remain the strongest of the Australian business units with FY16 operating utilisation of 59%. Queensland continued its strong recovery from a low during 2014 with a number of projects commencing late in FY15 driving improved operating utilisation. Although the market in Western Australia continues to be challenged, we recently installed the EOS technology at Evolution Mining’s Mungari operation. The initial success of EOS at Mungari suggests our fully maintained EOS supported rental model is well suited to gold projects. Our WA business development team is working hard to win additional projects utilising this model. The focus for our Australian business in FY17 will be increasing operating utilisation, utilising our EOS technology to assist our customers achieve improved equipment productivity and reducing costs through the implementation of operational excellence initiatives. The Canadian business was severely impacted by falling oil prices. In response to the deteriorating conditions, management restructured the business by forming a partnership with Heavy Metals Equipment Rentals, which allowed the companies to combine fleet resources whilst significantly reducing overheads. This business returned to cash positive in Q4 and is now well placed for stabilisation in FY17. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 5 In Chile, AMSA temporarily suspended the development of the Encuentro mine and relocated our fleet to the existing Esperanza operations. Although the fleet shift to Esperanza hampered Chile’s FY16 performance due to the slow ramp up, the fleet is expected to be relocated back to Encuentro during third quarter FY17, which effectively increases our five year project by an additional 12 months. Tight capital management Net debt decreased by $48.5 million to $365.4 million over FY16 as a result of the company purchasing US$52.3 million of bonds on market. The effect on net debt as a result of the bond purchase was offset by depreciation in the AUD increasing the underlying value of the bonds. Following the on market purchase of bonds, Emeco’s debt structure consists of US$282.7 million of 144A bonds due March 2019 and the asset backed loan (ABL) expiring in December 2017 (see page 12 for further details). At 30 June 2016 the ABL was undrawn with the exception of $11.5 million of bank guarantees utilised against the facility. Emeco’s cash balance fell marginally to $24.8 million at 30 June 2016, down from $27.8 million at the start of the reporting period. Operational excellence and a continued focus on innovative solutions for customers The benefits of our cost reductions over FY16 will result in a more profitable business from the outset of FY17. During the year ahead our strategy is focused on continuing to increase operating utilisation, whilst reducing costs through our operational excellence initiatives and create additional project sites through the value of EOS technology. We continue to expect consolidation and rationalisation in the sector if there is no recovery in the market over the near term. Our improved operating performance and capital management positions us well to evaluate these opportunities as they arise. We remain conservative in our approach to capital management and continue to assess opportunities to deleverage the business. Ian Testrow Managing Director & Chief Executive Officer EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 6 Operating and Financial Review The Emeco Group supplies safe, reliable and maintained equipment rental solutions to the global mining industry. Established in 1972, the business listed on the ASX in July 2006 and is headquartered in Perth, Western Australia. Emeco currently employs 254 permanent and fixed term staff and owns 431 pieces of earthmoving equipment across Australia, Canada and Chile. Emeco generates earnings from two primary revenue streams, equipment rental and maintenance services. Operating costs principally comprise parts, labour and tooling associated with maintaining earthmoving equipment. Capital expenditure principally comprises the purchase of equipment and replacement of major components over the asset’s life cycle while owned by Emeco. Chart 1: Revenue by region Chart 2: Revenue by commodity Chart 3: Fleet composition by asset class Chile, 19% Australia, 64% Other, 12% Canada, 17% Oilsands, 13% Iron Ore, 2% Gold, 19% Other, 11% Wheel Loader, 9% Grader, 6% Thermal Coal, 25% Coking Coal, 10% Dump Truck, 45% Copper, 19% Dozer, 22% Excavator, 7% Note: Above analysis relates to 12 month period ended 30 June 2016 and excludes discontinued operations. Table 1: Group financial results A$ millions Revenue5 EBITDA4 EBIT4 NPAT4 ROC4 % EBIT margin EBITDA margin Operating results1,3 2016 208.0 54.2 (14.2) (90.5) (2.7)% (6.8)% 26.1% 2015 242.8 43.4 (59.2) (94.9) (9.4)% (24.4)% 17.9% Statutory results 2016 206.6 47.6 (201.4) (225.4) (25.0)% (97.5)% (23.1)% 2015 241.4 32.8 (96.8) (123.1) (15.2)% (40.1)% 13.6% Note: 1. Significant items have been excluded from the statutory result to aid the comparability and usefulness of the financial information. This adjusted information (operating results) enables users to better understand the underlying financial performance of the business in the current period. 2. Operating and statutory results exclude discontinued operations. 3. Operating results are non-IFRS. 4. EBITDA: Earnings before interest, tax, depreciation and amortisation; EBIT: Earnings before interest and tax; NPAT: Net profit after tax; ROC: Return on capital. Includes other income 5. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 7 Table 2: 2016 operating results to statutory results reconciliation Tangible asset impairments Redundancy Long-term incentive program One-off corporate development costs Amortisation of borrowing costs Tax effect (36.8) (94.0) (48.8) (179.6) (1.7) (1.5) (0.2) (3.4) (1.5) (0.2) 0.0 (1.7) (2.2) 0.0 (0.3) (2.5) (5.5) 0.0 0.0 (5.5) 14.3 28.7 14.8 57.8 NPAT (90.5) (33.4) (67.0) (34.5) (225.4) A$ millions Operating Australia Canada Chile Statutory Reconciliation of differences between operating and statutory results: FY16 operating results (non-IFRS) excludes the following: 1. - - - Tangible asset impairments: Over FY16 impairment testing indicated the Australia, Chile and Canada CGUs were impaired which resulted in an impairment of $173.8 million being recognised. Additionally, net impairments totalling $5.8 million were recognised across the business on assets held for sale and subsequently disposed during the period. A small number of held for sale assets were reclassified to the rental fleet in Australia to source growth in New South Wales and Queensland businesses, resulting in reversal of impairments recognised in prior reporting periods. Redundancies: Redundancies in FY16 resulted in a one off cost totalling $3.4 million before tax. Long-term incentive program: During FY16 Emeco recognised $1.7 million of non-cash expenses relating to the employee long-term incentive plan. - One-off corporate development expenses: During FY16 Emeco undertook corporate development activities which resulted in one off costs totalling $2.5 million before tax. - Accelerated amortisation of borrowing costs: Accelerated amortisation related to the borrowing costs associated with the repurchase of US$52.3 million face value 144A notes. 2. 3. Refer to our 2015 Annual Report for reconciliation of differences between FY15 operating and statutory results. All reconciling items relating to FY16 operating results are discussed in further detail later in the operating and financial review. FLEET HAS CAPACITY FOR INCREASED EARNINGS Average utilisation improved from 69% in FY15 to 77% in FY16 driving earnings growth in Australia (NSW and QLD) and Chile. The increase in these three regions was however offset by weakening market conditions in Canada and Western region. Operating utilisation declined over FY16 with the deterioration of the Canada business. Excluding Canada, operating utilisation improved from 47% in FY15 to 50% in FY16. Given historical operating utilisation has been above 65%, the Emeco fleet remains underutilised. Given our lower cost base there is potential for significant earnings growth as the market recovers. Chart 4: 2016 average Group utilisation 100% 80% 60% 40% 20% 0% Utilisation Average: 2016: 77%, 2015: 69% Year-end: 2016: 81%, 2015: 74% Operating utilisation Average: 2016: 44%, 2015: 46% Year-end: 2016: 48%, 2015: 46% 1 Utilisation Operating Utilisation 2 Operating Utilisation (Exc Canada) Note: 1. Utilisation defined as % of fleet rented to customers (measured by written down value). 2. Operating utilisation defined as ratio of operating hours recognised over a month, compared to a target average number of 400 operating hours over a month. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 8 Group operating revenue from continuing operations reduced in FY16 to $208.0 million (2015: $242.8 million). Rental revenue was down to $177.7 million (2015: $206.7 million) as a result of the reduced contribution from the Canada business and sustained pressure on rental rates in Australia and Chile. Maintenance services revenue decreased 26.9% to $23.3 million (2015: $31.9 million) primarily driven by the completion of the Saracen contract in Western Australia. Sale of parts and machines increased in FY16 to $5.5 million, up from $2.8 million in FY15 attributable to rationalisation of inventory balances. The successful implementation of Project Fit initiatives were the key drivers for an increase in Operating EBITDA margins from 17.9% in FY15 to 26.1% in FY16. EBITDA margin recovery improved operating return on capital (ROC) to negative 2.7% in FY16 (FY15: negative 9.4%). Refer to the regional business overview on page 13 for further detail on regional operating and financial performance. REDUCTION IN OPERATING EXPENSES IMPROVING EBITDA Table 3: Operating cost summary (statutory results) A$ millions Revenue Operating expenses Changes in machinery and parts inventory Repairs and maintenance Employee expenses Hired in equipment and labour Net other expenses1 EBITDA Impairment of tangible assets Depreciation expense Amortisation EBIT 2016 2015 206.6 241.4 (8.9) (71.0) (34.0) (21.1) (24.0) 47.6 (179.6) (69.2) (0.1) (201.4) (11.8) (99.2) (43.6) (22.4) (31.6) 32.8 (30.8) (98.7) (0.1) (96.8) Note: 1. Excludes net foreign exchange (gain)/loss. Incorporates other income. Project Fit initiatives reduced total operating expenses by 23.7% (excluding tangible asset impairments) from $208.6 million in FY15 to $159.0 million in FY16. Repairs and maintenance expense decreased 28.4% to $71.0 million (2015: $99.2 million). One-off prep-for-rent costs incurred in FY15 amounting to $14.1 million which was not replicated in FY16. Changes in machinery and parts inventory and transportation costs declined in FY16 to $8.9 million, down from $11.8 million in FY15. The decrease was primarily the result of our ability to foresee and match our fleet mix to regional demand reducing expenses related to transportation requirements. Employee expenses decreased 22.0% in FY16 to $34.0 million (FY15: $43.6 million) as a result of headcount reduction of 82 in FY16, reducing total number of employees to 254. Other expenses decreased to $45.1 million (FY15: $54.0 million) largely as a result of the reversal of a previously recognised doubtful debt ($5.6 million) and cost reduction initiatives ($4.3 million), which were partially offset by an increase in restructuring costs rising to $3.4 million (FY15: $2.6 million). Costs associated with hired in equipment and labour remained relatively flat year on year as Emeco used external contractors to reduce its operating cost base. Refer to note 8 in the financial statements for further breakdown of net other expenses (page 74). Refer below for information on tangible and intangible asset impairments. Depreciation expense decreased to $69.2 million in FY16 (FY15: $98.7 million) driven by a decrease in rental revenue combined with the impairment of the Canadian fleet in December 2015 and the designation of non-core fleet to be disposed as non-current assets held for sale (NCAHFS). EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 9 MATCHING THE RENTAL FLEET TO MARKET DEMAND Table 4: Asset impairments (statutory results) A$ millions Rental fleet Non-current assets held for sale Asset impairments Stock write down Freehold land and buildings Plant and equipment Other assets 2016 2015 264.6 30.7 11.5 4.0 159.0 5.1 458.8 32.3 6.9 0.0 23.9 0.0 The written down value (WDV) of the rental fleet decreased to $264.6 million over FY16. Impairment loss on plant and equipment increased to $159.0 million in FY16, up from $23.9 million in FY15 (refer to note 22). In FY15, the management team was more bullish on the recovery of the mining sector. The expected improvement in market conditions is now expected to occur at a slower and softer rate than first assumed. Continued weakness in the markets in which Emeco operates resulted in the business recognising tangible asset impairments. This is reflective of current operating conditions and the expectation that the market is unlikely to recover in the near term, despite our improved operating and financial performance. During FY16 management reclassified net $22.0 million of rental fleet to NCAHFS with corresponding net impairments of $5.8 million to represent the expected market value of those assets. NCAHFS as at 30 June 2016 was $30.7 million. Assets held for sale are not marketed for rental and as such are not considered as part of our value in use impairment testing. Inventory was written down by $11.5 million (2015: $6.9 million), land and buildings were impaired by $4.0 million and other asset write downs of $5.1 million were recognised in FY16 largely as a result of the allocation of impairment testing results to regional assets based on the value in use methodology. Over FY16 the business executed a successful asset swap with a mining contractor in Canada which resulted in $3.0 million of in-demand fleet entering the Australian operations in the fourth quarter. This fleet transfer supports equipment needs in Australia, particularly on the east coast where utilisation in New South Wales and Queensland is currently over 90%. We continually review our rental fleet, matching fleet mix to regional demand. Idle units identified as having low rental demand and end of life machines are transferred to NCAHFS and are actively marketed through Emeco’s global network of brokers. Conversely assets held as NCAHFS that match a rental opportunity will be reclassified to the rental fleet and placed to rent on an opportunistic basis. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 10 INCREASED EARNINGS IMPACTING FREE CASH FLOW Table 5: Cash flow summary A$ millions Operating EBITDA Working Capital Income tax cash flows Operating free cash flow Sustaining capital expenditure Other property, plant and equipment Disposals Net capital expenditure Free cash flow Note: 2015 results exclude discontinued operations 1H FY16 23.3 1.9 4.0 29.2 (18.7) (3.2) 8.8 (13.1) 16.1 2H FY16 30.9 6.1 0.0 37.0 (15.2) (1.1) 6.3 (10.0) 27.0 2016 2015 54.2 8.0 4.0 66.2 (33.9) (4.3) 15.1 (23.1) 43.1 43.4 (0.8) 0.0 42.6 (35.1) (2.7) 14.0 (23.8) 18.8 The free cash inflow in FY16 of $43.1 million improved on FY15 of $18.8 million primarily due to increased operating free cash flow. This improved in FY16 to $66.2 million compared to FY15 operating free cash flow of $42.6 million driven by increased EBITDA as a result of Project Fit initiatives and working capital management. The business also received a tax refund of $4.0 million during FY16 following review of prior year tax returns. Net capital expenditure remained largely consistent with the prior year. As a result of higher utilisation across Australia, capital expenditure increased from $37.8 million in the prior period to $38.2 million. This increase was offset by a $1.1 million increase in fleet disposals in FY16. The improved free cash flow provided the base to service our ongoing debt requirements throughout the year. During the year Emeco released $6.2 million related to funds received from the partial closure of the cross-currency interest rate swaps, net of on market bond purchases. This enabled Emeco to reduce its net debt position. See below for further information on the partial closure of interest rate swaps. IMPROVING BALANCE SHEET FLEXIBILITY Table 6: Net debt and gearing summary A$ millions Interest bearing liabilities (current and non-current) 2016 2015 144A bond notes Asset backed loan Lease liabilities Other Cash Net debt Derivative asset / (liability) Net debt (including hedging instruments) Gearing ratio Leverage ratio Interest cover ratio 380.7 0.0 9.0 0.5 24.8 365.4 18.9 346.5 6.74 85.8% 1.14 436.2 0.0 4.9 0.6 27.8 413.9 49.4 364.5 10.29 57.1% 0.79 Note: Above figures based on facilities drawn – bank guarantees are excluded Gearing ratio - Net debt : Operating EBITDA Leverage ratio - Net debt : Net tangible assets Interest cover ratio - Operating EBITDA : Interest expense Net debt reduced to $365.4 million over FY16 as a result of the company purchasing US$53.2 million of bonds on market in December 2015. This transaction was funded by the partial closure of the company’s cross currency interest swaps, which released US$34.2 million of value held in the mark to market position hedging this facility. The bond purchase was offset by a decline in the cash balance and depreciation in the AUD increasing the underlying value of the bonds. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 11 Following the on market purchase of bonds, Emeco’s debt structure consists of US$282.7 million of 144A bonds issued in March 2014 and the A$75 million asset backed loan (ABL) entered into December 2014. The 9.875% senior secured notes mature in March 2019 require interest to be paid on 15 March and 15 September each year. The notes are secured and guaranteed by Emeco Holdings Limited and its operating subsidiaries. The 144A notes do not contain maintenance covenants. Operating as a source of liquidity, the ABL has springing maintenance covenants which engage if the facility is utilised greater than 50% , these covenants require Emeco to have an interest cover ratio of no less than 1.25 times and leverage ratio of no more than 65%. The ABL matures in December 2017. At 30 June 2016 the ABL was undrawn with the exception of $11.5 million of bank guarantees utilised against the facility. Across the year, the AUD depreciated against the USD from $0.7680 as at 30 June 2015 to $0.7426 at 30 June 2016. The fall in value of the AUD resulted in a $14.9 million increase in the underlying value of the USD denominated bonds. Following the partial closure of the company’s cross currency swaps the remaining derivatives cover US$71.5 million of exposure to the bonds and had a fair value of A$18.9 million as at 30 June 2016. Finance lease liabilities increased from $4.9 million at 30 June 2015 to $9.0 million at 30 June 2016 with Emeco acquiring a number of finance lease assets for the purpose of the Encuentro project in Chile. Emeco’s cash balance fell marginally to $24.8 million at 30 June 2016, down from $27.8 million the prior comparative period. Combined with the reduced value in the remaining swaps and 50% facility limit on the ABL, available liquidity has reduced to approximately $70 million, down from $92.3 million as at 30 June 2015. Refer to note 24 in the accompanying financial statements for additional information on Emeco’s financing facilities. NIL DIVIDENDS DECLARED IN FY16 Table 7: Shareholder returns Dividends declared during the period Interim dividend (cents) Final dividend (cents) Total dividend (cents) Dividend payout ratio Per share statistics Earnings per share (cents) NTA per share ($) Closing share price ($) 2016 2015 0.0 0.0 0.0 0.0 0.0 0.0 0.0% 0.0% (15.1) 0.01 0.03 (15.8) 0.37 0.08 Note: Non-IFRS results. Dividend payout ratio is measured as dividends paid as a percentage of operating NPAT. Similar to FY15 the board declared a nil interim and final dividend for FY16 as a result of the net operating loss for the period. BUILDING ON PROJECT FIT AND A CONTINUED FOCUS ON CAPITAL MANAGEMENT Heading into FY17 the focus remains on further driving efficiency gains in the business and maintaining tight capital management. Building on the success of Project Fit, management is now focused on operational excellence and seeking opportunities to reduce our cost base further through reductions in maintenance costs achieved by extending component life, alternate component sourcing and improving labour productivity. We will continue to capture market share through creative rental solutions, the use of our EOS technology to widen Emeco’s value proposition and building on our partnering arrangements with industry peers, customers and suppliers. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 12 Regional Business Overview Chart 5: Rental revenue by region Chart 6: Operating EBITDA contribution by region Chart 7: Fleet by region Chile, 19% Australia, 64% Canada, 6% Chile, 23% Australia, 71% Australia, 73% Chile, 10% Canada, 17% Canada, 17% AUSTRALIA Table 8: Performance indicators Chart 8: Average fleet utilisation Operating results A$ millions Revenue EBITDA EBIT Funds employed ROFE No. workforce 2016 132.2 46.0 (8.3) 244.5 (3.4)% 165 2015 137.0 35.0 (26.3) 312.9 (8.4)% 217 Var (4.8) 11.0 18 (68.4) 5.0% (52) 100% 80% 60% 40% 20% 0% Utilisation Operating Utilisation Utilisation Average: 2016: 77%, 2015: 60% Average: 2016: 50%, 2015: 47% Year-end: 2016: 81%, 2015: 73% Year-end: 2016: 52%, 2015: 48% Operating utilisation Notes: • • • • For a reconciliation of statutory to operating results refer to table 1 on page 7, table 2 on page 8 and accompanying notes. Utilisation defined as % of fleet rented to customers (measured by written down value). Operating utilisation defined as ratio of operating hours recognised over a month, compared to a target average number of 400 operating hours over a month. Australia results in table 8 represent the Australian Rental segment. Main markets Comprised of three operating units, Western Region (including Western Australia, Northern Territory and South Australia), Queensland and New South Wales, the Australian rental business is well diversified across bulk commodities and metals. The business services high quality customers leveraged to the production phase of the mining cycle. Operating unit performance is summarised below: Table 9: Operating unit average utilisation Western Region New South Wales Queensland Operating utilisation 2016 34% 59% 53% Current 36% 61% 54% 2015 43% 56% 35% Revenue ($ million) 2015 2016 57.0 30.4 58.7 72.3 21.3 29.4 FY16 rental revenue commodity mix was weighted toward metals (30%), thermal coal (35%), metallurgical coal (33%) and iron ore (2%) (FY15: metals 50%, thermal coal 24%, metallurgical coal 20% and iron ore 6%). EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 13 FY16 performance The Australia business improved average operating utilisation over FY16 to 50%, which was led by increased market share in both New South Wales and Queensland. Despite a 3.5% fall in operating revenue to $132.2 million, the business improved operating EBITDA margins from 25.5% in FY15 to 27.1% in FY16. This margin improvement was driven primarily from cost reduction initiatives. Headcount in Australia declined from 217 at 30 June 2015 to 165 at 30 June 2016. The New South Wales business continues to remain the strongest of the Australian business units with FY16 operating utilisation of 59% compared to 56% over FY15. Queensland continued its strong recovery with a number of projects commencing late in FY15 driving improved operating utilisation during FY16 to an average of 53% (up from 35% in FY15). The Western Australian business did not recover as expected from the completion of major projects at the end of FY15 and the commencement of FY16. The year ahead Moving forward we expect New South Wales and Queensland to continue performing strongly. New project works in Queensland with a mining contractor commenced over Q3 FY16, which is expected to drive volume growth in FY17. In New South Wales our existing customer base continues to demonstrate increased demand for our assets. The asset transfers from our Canada business to Australia will provide $21.5 million of in-demand assets to support New South Wales and Queensland. While the Western Region still faces challenging market conditions, the low cost base enables the business to rebuild whilst remaining cash positive. We are encouraged by the implementation of EOS at Evolution Mining’s Mungari operation in Western Australia (our second EOS project site). This fully maintained EOS enhanced rental model is well suited to the WA gold sector. Our objective is to create additional project sites utilising this model in FY17. Medium term outlook The medium term outlook for the Australian mining market continues to be challenging. Although commodities prices have generally recovered slightly over second half FY16, the impact from oversupply in the commodity and yellow equipment markets is expected to push any sector recovery beyond the medium term. While opportunities exist to further increase market share, the competitive landscape across all markets continues to impact the potential for any substantial rental rate recovery. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 14 CANADA Table 10: Performance indicators Chart 9: Average fleet utilisation Operating results A$ millions Revenue EBITDA EBIT Funds employed ROFE No. employees 2016 36.6 3.5 (3.9) 83.3 (4.7)% 64 2015 76.3 19.3 (5.2) 156.8 (3.3)% 96 Var (39.7) (15.8) 1.3 (73.5) (1.4)% (32) 100% 80% 60% 40% 20% 0% Utilisation Operating Utilisation Utilisation Average: 2016: 61%, 2015: 68% Average: 2016: 22%, 2015: 42% Year-end: 2016: 63%, 2015: 60% Year-end: 2016: 39%, 2015: 33% Operating utilisation Notes: • • • For a reconciliation of statutory to operating results refer to table 1 on page 7, table 2 on page 8 and accompanying notes. Utilisation defined as % of fleet rented to customers (measured by written down value). Operating utilisation defined as ratio of operating hours recognised over a month, compared to a target average number of 400 operating hours over a month. Main markets The Canada business is strategically located in the Alberta region to primarily service oil sands and bulk commodity projects in Western Canada. The business supplies rental equipment and mine site services to oil companies and contractors, as well as coal mines in Western Canada and iron ore mines in Eastern Canada. Rental revenue composition in FY16 remained heavily weighted toward oil sands (79%) with the remainder derived from thermal coal (12%) and iron ore (7%). FY16 performance The oil sands industry was hit hard over FY16 by the sustained lower oil price with producers delaying reclamation works to reduce operating costs. The result of the weak market conditions was significantly lower utilisation and operating utilisation than FY15, driving a 52.0% decline in revenue. Management dealt with the sharp decline in performance by restructuring the business over the third quarter. This restructure resulted in significant cost reductions and was primarily driven through the formation of an asset sharing partnership with Heavy Metals Equipment Rentals (HMER), which is designed to combine fleet resources, whilst reducing overheads. The year ahead Following formation of the HMER partnership and the successful asset swap the business is expected to generate positive cash flow in FY17. Overall, after a very difficult FY16 in the oil sands, the Canadian business has been restructured to provide positive EBITDA. The strategic partnership with one of Emeco’s peers in the region is expected to improve the utilisation of our equipment. We will continue to closely monitor the operating conditions in Canada. Medium term outlook The current low oil price environment is expected to continue for the foreseeable future. The macro-economic conditions in this market reduce visibility on the timing of a recovery. Emeco will continue to explore opportunities to work closely with peers and customers in this region. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 15 CHILE Table 11: Performance indicators Chart 10: Average fleet utilisation Operating results A$ millions Revenue EBITDA EBIT Funds employed ROFE No. employees 2016 39.1 14.6 (3.3) 153.1 (2.2)% 25 2015 29.6 6.6 (9.8) 146.5 (6.6)% 23 Var 9.5 8.0 6.5 6.6 4.4% 2 100% 80% 60% 40% 20% 0% Utilisation Operating Utilisation Utilisation Average: 2016: 88%, 2015: 90% Average: 2016: 51%, 2015: 51% Year-end: 2016: 85%, 2015: 91% Year-end: 2016: 37%, 2015: 72% Operating utilisation Notes: • • • For a reconciliation of statutory to operating results refer to table 1 on page 7, table 2 on page 8 and accompanying notes. Utilisation defined as % of fleet rented to customers (measured by written down value). Operating utilisation defined as ratio of operating hours recognised over a month, compared to a target average number of 400 operating hours over a month. Main markets Emeco provides mining equipment rental services to mining companies and contractors in Chile. Rental revenue in FY16 was 100% weighted toward the copper industry. FY16 performance Following operational issues in FY15, the Chile business was stabilised in FY16 through the formation of a partnership agreement with a leading global mining contractor to complete the five year project at AMSA’s Encuentro mine. Increased utilisation at Encuentro in first half of FY16 and a wet-hire project at AMSA’s Esperanza mine drove a 32.4% increase in revenue compared to FY15. During second half FY16 AMSA’s mine plan changed with temporary suspension of the Encuentro mine development. The equipment was relocated to AMSA’s Esperanza operation where it is expected to work for the remainder of calendar year 2016. Delays in transferring the equipment to Esperanza and the completion of the wet hire project impacted second half earnings. The year ahead Emeco’s fleet will return to the Encuentro project early second half FY17, with four years remaining on this contract from recommencement. The temporary delay and relocation to Esperanza effectively increases the duration of the project by 12 months. Emeco will look to improve margins through cost efficiencies and broaden its customer base through strategic relationships with its peers. Medium term outlook The current copper price is expected to stay relatively flat in the future with production volumes in Chile only marginally increasing. This environment may provide opportunities with capital constrained miners looking to outsource its fleet requirements. Emeco is well positioned to maintain and grow earnings in Chile. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 16 Table 12: Five year financial summary REVENUE Revenue from rental income Revenue from sale of machines and parts Revenue from maintenance services Total PROFIT EBITDA2 EBIT3 PBT NPAT from continuing operations Profit/(loss) from discontinued operations Profit for the year One-off significant items Operating profit Basic EPS BALANCE SHEET Total assets Total liabilities Shareholders’ equity Total debt CASH FLOWS Net cash flows from operating activities Net cash flows from investing activities Net cash flows from financing activities Free cash flow after repayment/(drawdown) of net debt Free cash flow before repayment/(drawdown) of net debt1 DIVIDENDS Number of ordinary shares at year end Total dividends paid in respect to financial year Ordinary dividends per share declared Special dividends per share declared KEY RATIO'S Average fleet utilisation Average fleet operating utilisation EBIT ROC EBIT ROFE (operating goodwill) Net debt to operating EBITDA $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 cents $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 '000 $'000 cents cents % % % % x 2016 2015 2014 2013 2012 177,744 206,718 205,368 314,068 440,299 5,472 23,348 2,788 31,925 8,145 27,582 23,413 41,894 66,689 58,182 206,564 241,431 241,095 379,375 565,170 47,600 (201,351) (219,463) 32,856 (96,784) (162,595) 66,064 (213,608) (251,378) (219,463) (123,131) (224,172) - (4,572) (51,137) (219,463) (127,703) (275,309) 148,268 32,075 7,459 12 5,992 6,004 (128,944) (18,652) (202,629) (28,487) (90,519) (94,813) (21,543) 28,499 (15.1) (15.8) (3.6) 4.8 260,507 124,820 100,406 69,972 (227) 69,745 (1,375) 71,120 11.3 427,692 421,695 5,997 377,818 70,644 (23,112) (49,311) 708,755 487,284 221,471 423,971 748,362 1,126,022 1,216,116 424,390 323,972 343,774 514,846 611,176 415,426 575,729 640,387 459,484 (2,894) (13,013) 82,072 25,032 181,303 230,467 (129,124) (281,817) (6,733) (71,364) (119,281) 118,958 (1,779) (22,640) 35,740 (67,102) 67,608 5,561 (18,495) 85,889 (9,273) (90,958) 599,675 599,675 599,675 599,675 631,238 0 0.0 0.0 76.5 44.0 (2.7) (2.8) 6.74 0 0.0 0.0 69.0 45.7 (9.4) (9.6) 10.29 0 0.0 0.0 48.0 32.9 (0.8) (0.9) 4.78 15,109 37,874 2.5 0.0 67.0 44.3 7.1 8.5 2.15 6.0 0.0 86.0 49.6 13.2 15.7 1.47 Financial information as reported in the corresponding financial year and includes operations now discontinued. 1 2 3 Includes capex funded via finance lease facilities (excluded from statutory cash flow). FY16, FY15 and FY14 reported exclude tangible asset impairments and foreign exchange gains and losses being reported below EBITDA. FY16, FY15 and FY14 reported exclude foreign exchange gains and losses being reported below EBIT. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 17 Financial Report Directors’ Report..................................................................................................................19 Directors .................................................................................................................... 19 Company secretary .................................................................................................... 21 Directors’ meetings .................................................................................................... 22 Corporate governance statement ............................................................................... 22 Principal activities ...................................................................................................... 22 Operating and financial review ................................................................................... 22 Dividends ................................................................................................................... 22 Significant changes in state of affairs .......................................................................... 23 Events subsequent to report date ............................................................................... 23 Likely developments .................................................................................................. 23 Directors’ interest ...................................................................................................... 23 Indemnification and insurance of officers and auditors ............................................... 24 Non-audit services ..................................................................................................... 24 Lead auditor’s independence declaration.................................................................... 24 Rounding off .............................................................................................................. 24 Remuneration report (audited) .................................................................................. 25 Deloitte Touche Tohmatsu independence declaration ................................................. 38 Financial Statements ............................................................................................................39 Consolidated Statement of Profit or Loss and Other Comprehensive Income ............... 39 Consolidated Statement of Financial Position ............................................................. 41 Consolidated Statement of Changes in Equity ............................................................. 42 Consolidated Statement of Cash Flows ....................................................................... 43 Notes to the Consolidated Financial Statements ......................................................... 44 Directors’ Declaration ........................................................................................................ 119 Independent Auditor’s Report ............................................................................................ 120 Shareholder Information .................................................................................................... 122 Company Directory ............................................................................................................ 124 EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 18 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Directors’ Report For the year ended 30 June 2016 The directors of Emeco Holdings Limited (Emeco or Company) present their report together with the financial reports of the consolidated entity, being Emeco and its controlled entities (Group) and the auditor’s report for the financial year ended 30 June 2016 (FY16). Directors The directors of the Company during FY16 were: PETER RICHARDS BCom, 57 Appointment: Independent Non-Executive Director since June 2010. Chairman since January 2016. Board committee membership: Member of the Audit and Risk Management Committee and Remuneration and Nomination Committee. Skills and experience: Peter has over 35 years of international business experience with global and regional companies including British Petroleum (including its mining arm Seltrust Holdings), Wesfarmers Limited, Dyno Nobel Limited and Norfolk Holdings Limited. During his time at Dyno Nobel, he held a number of senior positions with the North American and Asia Pacific business, before being appointed as Chief Executive Officer in Australia (2005 to 2008). Peter was a Non-Executive Director (2009 to 2015) of Bradken Limited and a Non-Executive Director (2010 to 2015) of Sedgman Limited. Current appointments: • • • Chairman of Cockatoo Coal Ltd (since 2014). Chairman of NSL Consolidated Limited (since 2014, Non-Executive Director since 2009). Non-Executive Director of Graincorp Limited (since 2015). IAN TESTROW BEng (Civil), MBA, 46 Appointment: Managing Director since 20 August 2015. Skills and experience: Ian was appointed Chief Executive Officer in August 2015. Prior to this, Ian was Emeco’s Chief Operating Officer, responsible for the Australian and Chilean operations as well as Global Asset Management. Ian has also held the positions of President, New and Developing Business after establishing Emeco's Chilean business in 2012 and President, Americas where Ian managed the exit of Emeco's USA business in 2010 and Emeco’s Canadian business commencing in 2009. Ian joined Emeco in 2005, responsible for the business in Queensland and Northern Territory and, then in addition in 2007, New South Wales. Prior to Emeco Ian worked for Wesfarmers Limited, BHP Billiton Ltd, Thiess Pty Ltd and Dyno Nobel. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 19 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Directors’ Report For the year ended 30 June 2016 JOHN CAHILL BBus, Grad Dip Bus, FCPA, GAICD, 60 Appointment: Independent Non-Executive Director since September 2008. Board committee membership: Chairman of the Audit and Risk Management Committee. Member of the Remuneration and Nomination Committee. Skills and experience: John has over 25 years' experience working in senior treasury, finance, accounting and risk management positions, predominantly in the energy utility sector. John is a past Chief Executive Officer of Alinta Infrastructure Holdings and past Chief Financial Officer of Alinta Ltd. John was previously Non-Executive Director (2007 to 2013) and President and Chairman (2011 to 2013) of CPA Australia Ltd and Non-Executive Director (2009 to 2014) and Deputy Chairman (2010 to 2014) of Electricity Networks Corporation, Western Australia (trading as Western Power). Current appointments: • • • Councillor of Edith Cowan University and Chair of the University's Resources Committee (since 2011). Non-Executive Director of Accounting Professional & Ethical Standards Board (since February 2014). Non-Executive Director of Toro Energy Limited (since January 2015) and Chair of Toro Energy Limited Audit and Risk Management Committee (since April 2015). ERICA SMYTH MSc, FAICD, FTSE, 64 Appointment: Independent Non-Executive Director since December 2011. Board committee membership: Chair of the Remuneration and Nomination Committee. Member of the Audit and Risk Management Committee. Skills and experience: With over 40 years' experience in the mineral and petroleum industries, Erica's career highlights include her positions as Chair of Toro Energy, Manager - Gas Market Development WA for BHP Petroleum and General Manager - Corporate Affairs with Woodside Petroleum Limited. In 2016 she was added to the WA Women’s Hall of Fame and the Chamber of Mines & Energy Western Australia awarded Erica a Lifetime Achievement Award for her contribution to the industry as part of the Women in Resources Awards 2010. Erica was elected as a Fellow of the Academy of Technological Science and Engineering in 2012. Current appointments: • • • • • • Chair of Diabetes Research Foundation of Western Australia (since 2007). Deputy Chair of the Australian Nuclear Science and Technology Organisation (since 2009). Director of the Royal Flying Doctor Service Western Operations (since 2010). Director of the Deep Exploration Technologies CRC (since 2013). Director National Energy Resources Australia Growth Centre (since November 2015). Director International Centre for Radio Astronomy Research (since June 2016). EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 20 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Directors’ Report For the year ended 30 June 2016 GREGORY HAWKINS BCom, FCA, 48 Appointment: Executive Director Finance from 20 August 2015 until 19 August 2016. Skills and experience: Greg joined Emeco as Chief Financial Officer in July 2014. Before joining Emeco, Greg was Chief Executive Officer of African Barrick Gold plc based in London where he made significant improvements to that business, dealt with considerable challenges in the African environment and set the company on a solid platform of improvement in performance for its long term future. Prior to this he was Chief Financial Officer at Barrick Gold Corporation's Australia Pacific division, based in Perth. Greg is a Fellow of the Institute of Chartered Accountants. ALEC BRENNAN AM, BSc Hons, MBA Dist, FAICD, 69 Appointment: Independent Non-Executive Director between July 2006 and 22 April 2016. Chairman from November 2006 to December 2015. Board committee membership: Chairman of the Remuneration and Nomination Committee and member of the Audit and Risk Management Committee until 22 April 2016. Skills and experience: Alec was Chief Executive Officer of CSR from April 2003 until March 2007, prior to which he held a range of positions with CSR and related companies, including time as Director of Finance and of Strategy for the group. He was Chief Executive Officer of a number of group companies including Readymix Group, Bradford Insulation and Gove Aluminium. Alec has been a public company director for more than 20 years. Alec is a Member of the Order of Australia for significant service to business and commerce, tertiary education administration and to the community. KENNETH LEWSEY BBus, MAICD, 53 Appointment: Managing Director from November 2013 until 20 August 2015. Skills and experience: Prior to Emeco, Ken served as Executive Vice President - Business Development at Aurizon Holdings Limited from 2011 to 2013. This included responsibility for business development, major projects, mergers and acquisitions, as well as profit and loss responsibility for Aurizon's iron ore and intermodal business units. Ken was Aurizon's Chief Executive Officer - Freight Group from 2009 to 2011 and Chief Executive Officer of Aurizon's subsidiary, ARG, from 2007 to 2011. Ken was previously Managing Director of Cleanaway Industrial, Regional Director of Brambles Industrial Services, and held senior and general management roles in the steel industry with Smorgon Steel and BHP Steel. Company secretary The Company Secretary of the Company during FY16 was: THAO PHAM LLB (Hons), BCom Thao was appointed to the position of Company Secretary to the Emeco Board and General Counsel effective 1 July 2014. Thao joined Emeco as Legal Counsel in May 2011 and became Senior Legal Counsel in October 2012. In November 2015 Thao also took on the Global HR & HSE function, before being appointed as Emeco's Chief Legal, Risk & Business Improvement Officer in April 2016. Prior to joining Emeco, Thao spent several years as a corporate/commercial lawyer with an Australian law firm. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 21 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Directors’ Report For the year ended 30 June 2016 Directors’ meetings The number of board and committee meetings held and attended by each director in FY16 is outlined in the following table below: Table 13: Board and committee meetings held and director attendance Director Board meetings Audit & risk management committee meetings Remuneration & nomination committee meetings Peter Richards Alec Brennan Ian Testrow John Cahill Gregory Hawkins Erica Smyth Kenneth Lewsey A 11 9 11 11 11 11 1 B 11 10 10 11 10 11 1 A 6 5 B 6 5 5 * 5 6 6 6 * 5 6 # 6 1 * 1 A B 2 # 2 2 2 1 * 1 2 2 2 * 1 2 2 1 * 1 A B * # Number of meetings attended. Number of meetings held during the time the director held office during the year. Not a member of this committee. Mr Richards and Ms Smyth were appointed to the remuneration and nomination committee and the audit and risk management committee respectively on 13 January 2016. Corporate governance statement The Company’s corporate governance statement is located on the Company’s website at http://www.emecogroup.com/view/investors/corporate-governance. Principal activities The principal activity during FY16 of the Group was the provision of heavy earthmoving equipment rental solutions to mining companies and contractors. As set out in this report, the nature of the Group’s operations and principal activities have been consistent throughout the financial year. Operating and financial review A review of Group operations, and the results of those operations for FY16, is set out in the operating and financial review section at pages 7 to 17 and in the accompanying financial statements. Dividends No dividends were declared or paid during FY16. No dividends have been declared or paid since the end of FY16. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 22 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Directors’ Report For the year ended 30 June 2016 Significant changes in state of affairs Other than those disclosed in the operating and financial review section or the financial statements and the notes thereto, in the opinion of the directors, there were no significant changes in the Group’s state of affairs that occurred during the financial year under review. Events subsequent to report date On 19 August 2016, Mr Gregory Hawkins ceased employment with the Company. Likely developments Likely developments in, and expected results of, the operations of the Emeco Group are referred to in the operating and financial review section at pages 7 to 17. This report omits information on likely developments in the Emeco Group in future financial years and the expected results of those operations the disclosure of which, in the opinion of the directors, would be likely to result in unreasonable prejudice to the Emeco Group. Directors’ interest The relevant interests of each director in the shares, debentures, and rights or options over such shares or debentures issued by the companies within the Group and other related bodies corporate, as notified by the directors to the ASX in accordance with section 205G(1) of the Corporations Act 2001, at the date of this report are as follows: Table 14: Directors’ Interests Director Ordinary shares Options or rights Peter Richards 40,000 - Ian Testrow John Cahill Erica Smyth 715,714 1,705,268 [A] 120,000 - 71,049 - [A] This comprises unvested performance shares issued under the Company’s long term incentive plan prior to Mr Testrow’s appointment as a director and shares held by the trustee of the plan under the FY15 employee share ownership plan. See section 5.4 and 5.6. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 23 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Directors’ Report For the year ended 30 June 2016 Indemnification and insurance of officers and auditors The Company has entered into a deed of access, indemnity and insurance with each of its current and former directors, the chief financial officer and the company secretary. Under the terms of the deed, the Company indemnifies the officer or former officer, to the extent permitted by law, for liabilities incurred as an officer of the Company. The deed provides that the Company must advance the officer reasonable costs incurred by the officer in defending certain proceedings or appearing before an inquiry or hearing of a government agency. Since the end of the previous financial year, the Company has paid premiums in respect of contracts insuring current and former officers of the Emeco Group, including executives, against liabilities incurred by such an officer to the extent permitted by the Corporations Act 2001. The contracts of insurance prohibit disclosure of the nature of the liability cover and the amount of the premium. The Group has not indemnified its auditor, Deloitte Touche Tohmatsu. Non-audit services During the year, Deloitte Touche Tohmatsu, the Group’s auditor, has performed certain other services in addition to their statutory duties. The board has considered the non-audit services provided during the year by the auditor and is satisfied that the provision of those non-audit services during the year by the auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons: • All non-audit services were subject to the corporate governance procedures adopted by the Group and have been reviewed by the audit and risk management committee to ensure they do not impact the integrity and objectivity of the auditor. • The non-audit services provided do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision making capacity for the Group, acting as an advocate for the Group or jointly sharing the risks and rewards. Details of the amounts paid to the auditor of the Group, Deloitte Touche Tohmatsu and its network firms, for audit and non-audit services provided during the year are found in note 9 of the notes to the financial statements. Lead auditor’s independence declaration A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 38 and forms part of the directors’ report. Rounding off The amounts contained in the financial report have been rounded to the nearest $1,000 (unless otherwise stated) under the option available to the Company as referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, dated 24 March 2016. The Company is an entity to which the class order applies. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 24 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Directors’ Report For the year ended 30 June 2016 Remuneration report (audited) Remuneration report contents This report covers the following matters: 1. 2. 3. 4. 5. 6. Introduction Remuneration governance Executive remuneration Non-executive director remuneration Details of remuneration Service contracts 1. Introduction This report details the Group’s remuneration objectives, practices and outcomes for key management personnel (KMP), which includes directors and executives, for the year ended 30 June 2016. Any reference to ‘executives’ in this report refers to KMP who are not non-executive directors. The following persons were directors of the Company during FY16: Non-executive directors Peter Richards Alec Brennan John Cahill Erica Smyth Executive directors Ian Testrow Gregory Hawkins Kenneth Lewsey Chair (appointed as Chair on 1 January 2016) (Ceased role as Chair on 1 January 2016 and ceased role as non-executive director on 22 April 2016) Managing Director & Chief Executive Officer (commenced role on 20 August 2015), previously Chief Operating Officer Executive Director, Finance (commenced role on 20 August 2015 and ceased role on 19 August 2016), previously Chief Financial Officer Managing Director & Chief Executive Officer (ceased role on 20 August 2015) The following persons were also employed as executives of the Company during FY16: Other executives Thao Pham Christopher Hayman Kalien Selby Position Chief Legal, Risk & Business Transformation Officer and Company Secretary (commenced role on 29 April 2016), previously General Counsel and Company Secretary President North America (ceased role on 6 November 2015) Executive General Manager Strategy & Business Improvement (ceased role on 28 August 2015) EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 25 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Directors’ Report For the year ended 30 June 2016 2. Remuneration governance The board is committed to implementing KMP remuneration structures which achieve a balance between: • • • rewarding executives for the achievement of the Company’s short and long term financial, strategic and safety goals; incentivising executives to remain with the Group; and aligning the interests and expectations of executives, shareholders and other stakeholders. The board engages with shareholders, management and other stakeholders as required to continuously refine and improve KMP remuneration policies and practices. The remuneration and nomination committee is responsible for reviewing and suggesting recommendations to the board in relation to: • • • • • • the general remuneration strategy of the Company; the terms of KMP remuneration and the outcomes of remuneration reviews; employee equity plans and the allocations under those plans; recruitment, retention, performance measurement and termination policies and procedures for all KMP; disclosure of remuneration in the Company’s public materials including ASX filings and the annual report; and retirement payments. The members of the remuneration and nomination committee in FY16 were Mr Alec Brennan (Chair, ceased membership on 22 April 2016), Ms Erica Smyth (appointed Chair on 22 April 2016), Mr John Cahill and Mr Peter Richards (appointed on 13 January 2016). 3. Executive remuneration 3.1 Remuneration policy The Group remuneration policy is substantially reflected in the objectives of the Company’s remuneration and nomination committee. The committee’s objectives are summarised in the following table: Objective Remunerate fairly and appropriately Practices aligned with objective Maintain balance between the interests of shareholders and the reward of executives in order to secure the long term benefits of executive energy and loyalty. Benchmark remuneration structures to ensure alignment with industry trends. Align executive interests with those of shareholders Provide a significant proportion of 'at risk' remuneration to ensure that executive reward is directly linked to the creation of shareholder value. Attract, retain and develop proven performers Ensure human resources policies and practices are consistent and complementary to the strategic direction of the Company. Prohibit the hedging of unvested equity to ensure alignment with shareholder outcomes. Provide total remuneration which is sufficient to attract and retain proven and experienced executives who are capable of: • fulfilling their respective roles with the Group; • achieving the Group’s strategic objectives; and • maximising Group earnings and returns to shareholders. The remuneration structure for the Company’s executives consists of fixed and variable components. The variable component ensures that a proportion of pay varies with Company performance. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 26 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Directors’ Report For the year ended 30 June 2016 3.2 Fixed remuneration Fixed remuneration comprises base salary, employer superannuation contributions and other non-cash benefits. Each executive’s fixed remuneration is reviewed and benchmarked annually in August. In FY16, this process did not result in any change in any Executive’s fixed remuneration. However, the fixed remuneration of Mr Ian Testrow, Mr Gregory Hawkins and Ms Thao Pham increased in FY16 as a result of expanded responsibilities in their new roles. It is also noted that the fixed remuneration of Mr Ian Testrow is 29% lower than that of his predecessor, Mr Ken Lewsey. The level of remuneration is set to enable the Company to attract and retain proven performers once they are working within the business. An executive’s responsibilities, experience, qualifications, performance and geographic location are also taken into account. Fixed remuneration for executives has previously been set by reference to the fixed remuneration of comparable positions in comparable sized companies in the mining and mining services sectors. These sectors are considered to be appropriate as they are the key source of talent for the Company. 3.3 Variable remuneration Variable remuneration is remuneration which consists of short and long term incentives. In FY16, the short and long term incentives offered to executives underwent a thorough review taking into account the Company’s share price and the Group’s key items of focus for the financial year. The importance of retaining executives, deleveraging the Group, refinancing the Group’s notes which expire in 2019 and alignment with shareholder value resulted in the creation of a new retention incentive (RI) plan to replace the previous long term incentive share plan offered by the Company from FY08 to FY15. In FY16, short term incentive (STI) awards continue to be for performance assessed over one year. See section 3.3.1 for more information. RI awards are used as a retention tool to incentivise executives to continue with the Group for at least three years and drive shareholder value over this period. See section 3.3.2 for more information. The below table sets out the maximum remuneration for each executive in FY16 attributable to: • • STIs as a percentage of total fixed remuneration (TFR) if maximum performance is achieved; and RIs as a percentage of TFR if the executives remain employed by the Group until the day after the announcement of Emeco’s annual results in 2018 (vesting date). Table 15: Components of variable remuneration Executive [A] Ian Testrow Position Managing Director & Chief Executive Officer Target STI 80% Stretch STI component [B] 20% Maximum total STI 100% Maximum total RI 120% Maximum total variable remuneration 220% Gregory Hawkins Executive Officer, Finance Thao Pham Chief Legal, Risk & Business Improvement Officer and Company Secretary 35% 35% 9% 9% 44% 44% 75% 65% 119% 109% [A] [B] Mr Ken Lewsey, Ms Kalien Selby and Mr Christopher Hayman ceased their roles effective on 20 August 2015, 28 August 2015 and 6 November 2015 respectively and were not offered STIs or RIs in FY16. The stretch STI component relates to additional awards for better than target FY16 performance (see section 3.3.1). EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 27 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Directors’ Report For the year ended 30 June 2016 3.3.1 STI remuneration Cash and potential equity STIs are used to reward the performance of executives over a full financial year. The actual amount of STI awarded is determined after the end of the financial year in light of the Company’s financial performance and performance against agreed key performance indicators (KPIs). All executive STI awards require review and approval by the remuneration and nomination committee and the board. An executive’s maximum achievable STI award is set as a percentage of TFR (see table 15 above for details). FY16 STI awards are made 100% in cash. Company performance factor and key performance indicators Along with financial performance indicators tailored to the Group’s key items of focus for the financial year, the KPIs are chosen to ensure that important non-financial metrics which are aligned with the long term sustainability and strategic success of the Company are included. With the exception of one KPI, the FY16 STI plan provided for pro-rata entitlements where performance in respect of the KPIs was between the thresholds and targets (see table 16). In respect of the FY16 STI plan, all executives had identical KPIs, with no applicable personal KPIs. This was to focus executive efforts on the overall performance of the Company and promote collaboration and support between executives and to senior managers and the Group as a whole. Executive achievement in respect of the KPIs was then multiplied by the EBITDA company performance factor (CPF) outlined and shaded in grey in table 16. The CPF was introduced into the STI plan in FY16 to enhance alignment between Group performance and executive reward. Although many of the target KPIs were met in FY16, FY16 operating EBITDA was below FY16 target EBITDA. Consequently, all executives only received 25% of their target STI. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 28 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Directors’ Report For the year ended 30 June 2016 Table 16 below sets out the KPIs for the FY16 STI plan and the weightings attributable to each of them. In the board’s view, these KPIs align the reward of executives with the interests of shareholders. Table 16: FY16 STI plan KPI weightings and entitlements KPI Direct costs Weighting 15% Entitlement 0% if FY16 direct costs equal or exceed FY15 actual direct costs. 100% if direct costs are FY16 target or less. Pro-rata payments between these levels. Rationale Control of operating costs is essential in the current operating environment to increase margins. Overheads 15% 0% if overheads equal or exceed FY15 actual overheads. 100% if overheads are FY16 target or less. Pro-rata payments between these levels. Control of overheads reflects the focus of the Company on increasing margins. Achievement Above target Above target Capital expenditure 10% Disposals 10% 0% for achievement equal to or above FY16 budget. 100% if capital expenditure is $10m below FY16 budget. Pro-rata payments between these levels. 0% if disposals are equal to or below 33% of available assets held for sale. 100% if disposals are 50% or more of available assets held for sale. Pro-rata payments between these levels. Managing capital expenditure reflects the focus of the Company on improving cash flow generation. Between threshold and target Disposals converts end of life or surplus assets into cash for the Company. Above target Net working capital 15% 0% if working capital is a nil or negative movement for the year. 100% if working capital is positive $10m. Pro-rata payments between these levels. Control of working capital is key component in generating net cash flow to deleverage the Company. Between threshold and target Safety [A] 15% 0% if TRIFR as at 30 June 2016 is an improvement of 10% or less on FY15 performance. 100% if TRIFR as at 30 June 2016 is a 25% or more improvement on FY15 performance. Pro-rata payments between these levels. The board regularly reviews the Company’s safety performance in detail and is striving to achieve a 'zero-harm' workplace at Emeco. TRIFR measures progress towards this aspiration. Above target Free cash flow (FCF) per share accretive transaction 20% 0% if not achieved. 100% if achieved. Transactions which are accretive to FCF per share increase shareholder value. Not achieved Operating EBITDA Overall achievements were multiplied by this CPF to determine the STI awarded 0% if operating EBITDA is equal to or lower than FY15 actual operating EBITDA. 100% if operating EBITDA is equal to FY16 target EBITDA. 125% if operating EBITDA is FY16 stretch EBITDA. Pro-rata between these levels. [A] TRIFR = Number of recordable injuries x 1,000,000 hours Total hours worked Reflects the financial performance and the ability of the Company to pay STI awards. Between threshold and target EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 29 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Directors’ Report For the year ended 30 June 2016 3.3.2 RI remuneration Performance shares and performance rights In FY16 Emeco offered an equity based RI plan to provide a reward for senior managers (which includes executives) that remain employed by the Group over a three year period (vesting period). The RI remuneration aligns the interests of Emeco’s senior managers with the long term interests of its shareholders by providing Emeco’s senior managers with an ongoing incentive to remain employed with the Group to deliver the long term objectives of the Emeco Group and increase shareholder wealth. RI remuneration is in the form of performance shares or performance rights (RI securities). Performance shares are offered to Australian based senior managers. Performance rights are used for senior managers who are resident outside Australia due to the complexity and cost of compliance issues associated with the offer of performance shares in the relevant foreign jurisdictions. A performance share is a fully paid ordinary Emeco share, the vesting of which is subject to the retention condition described below being met. A performance right is a right to receive a fully paid ordinary Emeco share, the vesting of which is subject to the retention condition being met. In FY16 all executives were based in Australia at the time of the RI offers. As such, only performance shares were offered to executives. The number of performance shares offered was determined by reference to the executive’s maximum long term incentive entitlement and the fair value of the RI securities as at the commencement of the vesting period. Performance shares were offered at no cost to the executive, however, award of the shares is subject to the retention condition described below. Retention condition The performance shares offered under the RI plan are not conditional on Company performance but rather vest at the end of a three year period. This is to encourage senior management to remain with Group for the three year vesting period. This currently is particularly important to the Company as the Group’s notes are due to expire at the end of this three year vesting period. Previous long term incentive plans included a performance condition based on the relative total shareholder return (TSR) of the Company measured against a peer group over a three year vesting period. In recent years the TSR performance conditions have been particularly difficult to satisfy given the downturn in the mining sector, evidenced by nil vesting over the last four financial years. This appears to have affected the value of the Company’s previous long term incentive plans as a retention tool, with the Company seeing a high turnover in senior managers over the previous two years. Each RI security has a higher fair value than those that would be issued under a long term incentive plan with a TSR performance condition. The higher fair value results in a decrease in the number of RI securities which would otherwise be granted to executives under the previous long term incentive plans. Furthermore, during a period where market perception questions the Company’s ability to refinance its notes before 2019, a refinancing becomes the inherent performance hurdle for the vesting of the RI securities. This will affect the share price of the Company and, therefore, the value of the performance shares at the vesting date. Performance shares which vest are transferred to the employee. RI securities that do not vest will lapse. The shares associated with these RI securities will be transferred to a nominee of the Company and held on trust for subsequent reallocation. Vesting on involuntary termination If an executive’s employment is terminated due to death, total and permanent disability, retrenchment or retirement, then the executive’s unvested RI securities will vest, pro-rated based on the period that the executive has been employed with Emeco during the vesting period. All unvested RI securities lapse if an executive resigns or is terminated for cause. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 30 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Directors’ Report For the year ended 30 June 2016 3.4 Prohibition of hedging RI securities Emeco’s share trading policy prohibits executives, directors and other officers of the Company from entering into transactions intended to hedge their exposure to Emeco securities which have been issued as part of remuneration. 3.5 Relationship between remuneration and Company performance Emeco’s remuneration objectives effectively align the interests of Emeco’s executives with the interests of the Company and its shareholders. This has been achieved by ensuring that a significant proportion of an executive’s STI remuneration is ‘at risk’. STI awards are linked to the achievement of financial measures of the Company’s profitability and cash generating performance, and non-financial measures of operational outcomes. In respect of FY16, 25% of the executives’ target STI were awarded. RI awards are dependent on continued employment with the Group over, and the value of which are ultimately dependent on the share price at the end of, the vesting period. No incentives under the Company’s previous long term incentive plans vested. See section 5.4 for more detail. In FY16, the primary focus of the Company was to generate cash by reducing costs, disposing surplus fleet and managing capital expenditure and working capital in order to deleverage and strengthen its balance sheet. Strategic achievements over FY16 were executed to continue to drive the Emeco business through this current downturn in the global market and position the business for future growth, and hence greater shareholder returns. Details of the KPIs for the FY16 STI and RI plans are set out in the following table: KPI Financial RI Share price STI Direct costs Overheads Capital expenditure Disposals Net working capital FCF per share accretive transaction Operating EBITDA Non-financial Continued employment Safety Further details regarding Emeco’s executive remuneration structure are set out in sections 3.2 and 3.3. The extent to which Emeco has set financial KPIs which are genuinely challenging, and which mean that STI remuneration is genuinely at risk, is highlighted by the fact that no executive subject to the financial hurdle in FY15 received a STI payment in that year. STI payments to executives in FY12 decreased from the amounts paid in FY11, with a further decrease in FY13, principally because FY12 and FY13 financial KPIs were not met to the same extent as in FY11. In FY14, the STI awards increased slightly from FY13 due to safety, personal goals and the sale of idle assets KPIs being met - no STIs in respect of financial KPIs were awarded. In FY16, the STI awards to executives slightly increased from FY15 due to improved financial performance. Details of these KPIs are set out above in section 3.3. Details of the Group’s performance and benefits for shareholder wealth are set out in the following table: Profit/(loss) from continuing operations ($m) Profit/(loss) from discontinuing operations ($m) Statutory profit/(loss) ($m) Total dividends declared ($m) Statutory return on capital employed Closing share price as at 30 June FY16 (225.3) - (225.3) - (61.6%) $0.03 FY15 (123.1) (4.6) (127.7) - (20.7%) $0.08 FY14 (224.2) (51.1) (275.3) - (30.7%) $0.20 FY13 (0.0) 6.0 6.0 15.0 4.2% $0.28 EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 FY12 70.0 (0.2) 69.7 37.9 13.0% $0.87 31 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Directors’ Report For the year ended 30 June 2016 During FY12 the Company’s share price peaked at $1.18 and ended the financial year at 87 cents, which led to a partial vesting of long term incentive securities offered under the Company’s previous long term incentive plan (LTI securities) as the share price three years prior was only 40 cents. A factor which was a primary cause of the volatility in the Company’s share price during FY12 was the uncertainty in the global macroeconomic environment. Continued macroeconomic uncertainty, a downturn in the resources sector globally, difficult trading conditions in Emeco’s markets and a resultant decline in the Company’s earnings saw the Company’s share price close at 28 cents, 20 cents, 8 cents and 3 cents on 30 June 2013, 30 June 2014, 30 June 2015 and 30 June 2016 respectively. No LTI securities vested as a result of the Company’s performance in FY13, FY14, FY15 and FY16. This highlights the genuinely challenging nature of the TSR performance condition in previous financial years. The change in FY16 to the RI plan provides senior managers with a more meaningful incentive to remain with the Group over the longer term. The Company considers that retaining senior managers will be a key factor in the performance of the Group over the coming years and its ability to refinance the notes before 2019. The value of the RI plan upon vesting will be wholly dependent on the Company’s share price. The primary means available to the Company to grow shareholder wealth, whether by way of dividend distributions or increases in the Company’s share price, is to strive to increase earnings and return on capital. In this regard, the Company will maintain remuneration policies and practices which reward strong financial performance and align the interests of management with the interests of shareholders. 4. Non-executive director remuneration Fees for non-executive directors are fixed and are not linked to the financial performance of the Company. The board believes this is necessary for non-executive directors to maintain their independence. Non-executive director fees are reviewed and benchmarked annually in August. In FY16, this process did not result in any change in non-executive director fees. An annual cap of $1,200,000 is currently prescribed in the Company’s constitution as the total aggregate remuneration available to non-executive directors. The allocation of fees to non-executive directors within this cap has been determined after consideration of a number of factors including the time commitment of directors, the size and scale of the Company’s operations, the skill sets of board members, the quantum of fees paid to non-executive directors of comparable companies and participation in board committee work. The chair is entitled to an annual fee of $158,238. All other non-executive directors receive an annual fee of $90,422. An additional annual fee of $6,782 is paid to a director who is a member of a board committee. This fee is increased to $9,042 for a director who chairs a committee. All amounts specified in this section are inclusive of superannuation contributions. Due to the decrease in the number of non-executive directors in FY16, all non-executive directors now sit on more than one committee. However, in January 2016, the board resolved that non-executive directors would only be paid for sitting on one committee. 5. Details of remuneration 5.1 Remuneration received in relation to FY16 Details of the elements comprising the remuneration of the Group’s KMP in FY16 are set out in table 17 below. The table does not include the following components of remuneration because they were either not provided to KMP during FY16 or were not available to KMP by reason of their executive role: • • • • Short term cash profit sharing bonuses. Long term incentives distributed in cash. Post-employment benefits other than superannuation. Share based payments other than shares and units and share based payments in the form of options. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 32 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Directors’ Report For the year ended 30 June 2016 Also, payments made in respect of a period before the appointment, or after the cessation, of a person as KMP are not included in table 17. Table 17: FY16 KMP remuneration (Company and consolidated) Short-term employee benefits Post-employment benefits Share based payments Non-executive directors Alec Brenna n [A] John Ca hi l l Peter Richa rds Erica Smyth Executive directors Ian Tes trow [B] Gregory Ha wkins Kenneth Lews ey [C] TOTAL ALL DIRECTORS Other executives Thao Pha m Chri s topher Hayma n [D] Ka li en Sel by [E] TOTAL ALL EXECUTIVES annuation long term Other Termina- tion benefits benefits $ $ Salary and fees $ 113,495 97,853 123,388 92,589 Non- monetary $ - - - - STI [1] $ - - - - 611,000 484,121 259,747 1,782,193 130,000 - - 130,000 97,995 - - 97,995 Super- benefits $ 10,782 9,296 11,721 8,795 32,938 31,321 24,675 129,528 % of remuneration performance related % Total $ LTIs [2] $ - - - - 124,277 107,149 135,109 101,384 - - - - 20% 16% 50% 219,761 94,583 783,723 1,098,067 1,091,694 610,025 1,569,684 3,739,322 290,767 69,431 53,906 414,104 26,857 - - 26,857 - - - - 31,011 - 18,435 49,446 89,065 (150,083) 24,983 (36,035) 437,700 93,429 288,259 819,388 20% -161% 9% - - - - - - 501,539 501,539 - 174,081 190,935 365,016 - - - - - - - - - - - - - TOTAL 2,196,297 156,857 97,995 178,974 866,555 1,062,032 4,558,710 [1] [3} [A] [B] [C] [D] [E] STI awards under the FY16 plan were finally determined on 24 August 2016 after completion of performance reviews (refer to table 18). This figure includes long term incentives offered under the Company’s previous long term incentive plan and, in respect of Ms Thao Pham, RIs offered in FY16. Mr Alec Brennan ceased his role as non-executive director on 22 April 2016. Mr Testrow received non-monetary benefits including housing in respect of his relocation arrangement back to Australia is 2014. Mr Kenneth Lewsey ceased his role as managing director and chief executive officer on 20 August 2015. All unvested long term securities granted to Mr Lewsey were forfeited in accordance with the terms of the grant and expensed through the income statement. Mr Christopher Hayman’s remuneration has been converted to Australian dollars on the basis of an AUD/CAD exchange rate of 0.9890. Mr Hayman ceased his employment on 6 November 2015. All unvested long term securities granted to Mr Hayman were forfeited in accordance with the terms of the grant and reversed through the income statement. Ms Kalien Selby ceased her employment on 28 August 2015. All unvested long term securities granted to Ms Selby were forfeited in accordance with the terms of the grant and expensed through the income statement. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 33 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Directors’ Report For the year ended 30 June 2016 Comparative information relating to remuneration of the Group’s KMP for the prior financial year is set out below: Short-term employee benefits Post-employment benefits Share based payments Non-executive directors Al ec Brenna n John Cahi ll Peter Richa rds Erica Smyth Executive director Kenneth Lewsey TOTAL ALL DIRECTORS Executives at report date Gregory Ha wki ns Chri s topher Ha yma n [A] Ka li en Selby [B] Ia n Testrow Tha o Pham Other executives Kell ie Benda [C] Da vid Greig [D] Stua rt Jenner Gra nt Stubbs [E] TOTAL ALL EXECUTIVES Salary and fees $ 160,495 97,594 89,288 89,288 809,330 1,245,995 468,356 343,118 96,375 443,524 244,615 184,849 280,222 235,974 158,203 2,455,236 Non- monetary [2] $ STI [1] $ - - - - - - - - - - - - - - - - 40,800 - - - - 40,800 - 21,717 - 81,671 - - 115,561 - - 218,949 Super- benefits $ 13,566 8,651 7,915 7,915 73,744 111,791 41,644 - 9,155 42,135 22,800 17,561 - 24,292 15,029 172,616 TOTAL 3,701,231 40,800 218,949 284,407 annuation long term Other Termina- tion benefits benefits $ $ % of Value of remuneration options as at % of total performance related remuneration % % Total $ LTIs $ - - - - 174,061 106,245 97,203 97,203 333,554 333,554 1,216,628 1,691,340 39,859 70,375 3,922 201,793 40,291 549,859 435,209 109,452 769,123 348,506 (11,237) 47,774 43,115 (68,945) 366,946 191,173 443,558 303,381 104,287 3,254,547 700,500 4,945,887 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 27% 7% 16% 4% 26% 12% 0% 11% 14% 0% - - - - - - - - - - - - - - [1] [2] [A] [B] [C] [D] [E] STI awards under the FY15 plan were finally determined on 19 August 2015 after completion of performance reviews. Non-monetary benefits include housing, vehicle and health benefits. Mr Christopher Hayman’s remuneration has been converted to Australian dollars on the basis of an AUD/CAD exchange rate of 0.9606. Ms Kalien Selby was appointed as an executive on 18 February 2015. Ms Kellie Benda ceased her role as an executive on 19 December 2014. All unvested LTI securities granted to Ms Benda were forfeited in accordance with the terms of the grant and reversed through the income statement. Mr David Greig was an executive from 1 October 2014 to 22 June 2015. Mr Greig’s remuneration has been converted to Australian dollars on the basis of an AUD/USD exchange rate of 0.8090. Mr Grant Stubbs ceased his role as an executive on 1 October 2014. All unvested LTI securities granted to Mr Stubbs were forfeited in accordance with the terms of the respective grants and reversed through the income statement. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 34 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Directors’ Report For the year ended 30 June 2016 5.2 FY16 STI grants The terms of the FY16 STI plan are discussed at pages 28 to 29. Details of the vesting profile of the STI grants awarded to executives in respect of FY16 are set out below: Table 18: FY16 executive STI vesting information [A] Executive Ian Testrow Gregory Hawkins [B] Thao Pham Maximum total STI value [1] $520,000 $175,000 $107,430 % of STI awarded 25% 0% 25% % of STI forfeited 75% 100% 75% [1] [A] [B] The minimum STI value for each KMP is zero. All STI awards will be paid in cash. Mr Ken Lewsey, Ms Kalien Selby and Mr Christopher Hayman ceased their roles as executives on 20 August 2015, 28 August 2015 and 6 November 2015 respectively, and did not have FY16 STI entitlements. Mr Gregory Hawkins ceased employment with the Company on 19 August 2016, being prior to review and approval by the remuneration and nomination committee and the board, and therefore forfeits, his STI award. 5.3 FY16 RI grants The terms of the RI plan are discussed at page 30. Grants and vesting of RI securities made to executives under the Company’s RI plans are set out in the following table: Table 19: RI security grants and vesting to executives Executive [A] Thao Pham Grant date 05/02/2016 Equity instrument Shares Number granted 3,330,756 Maximum value [1] $199,525 Vesting date [2] Sep-18 Fair value per share/right at grant date [3] $0.03 Number held at year end 3,330,756 [A] [1] [2] [3] Mr Ken Lewsey, Mr Christopher Hayman and Ms Kalien Selby ceased employment with Emeco during FY16. Mr Lewsey, Mr Hayman and Ms Selby were not offered RI securities in FY16. The RI security offers made to Mr Ian Testrow and Mr Gregory Hawkins in FY16 (13,021,703 and 6,260,434 respectively), were not allocated prior to their appointment as directors of the Company and, as such, are subject to shareholder approval. However, Mr Hawkins has ceased employment with the Group and, therefore, all unvested securities offered to Mr Hawkins will be forfeited in accordance with their terms. The minimum value of each grant is zero. The vesting date is the day after the announcement of the Company’s annual results in 2018. The fair value of the securities was determined using a Monte Carlo share price simulation model, and is allocated to each reporting period evenly over the period from grant date to vesting date. The value disclosed in the KMP remuneration table (table 17) is the portion of the fair value of the securities recognised in FY16. 5.4 Long Term Incentives During FY08 to FY15, the Company offered long term incentives (LTIs) to executives to reward them for Company performance over a three year period (vesting period). LTI remuneration was in the form of performance shares or performance rights (LTI securities). A performance share is a fully paid ordinary Emeco share, the vesting of which is subject to the performance condition being met. A performance right is a right to receive a fully paid ordinary Emeco share, the vesting of which is subject to the performance condition being met. The performance condition for the vesting of LTI securities was based on the relative total shareholder return (TSR) of the Company measured against a peer group (peer group) over the vesting period. TSR is a performance measure that calculates the return to a shareholder taking into account share price growth, dividend payments and capital returns. At the end of the vesting period, the TSR for Emeco and each company in the peer group will be measured and ranked. Emeco will be allocated a percentile rank representing the percentage of companies in the peer group that has a lower TSR than Emeco (percentile rank). EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 35 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Directors’ Report For the year ended 30 June 2016 LTI securities will only vest if a certain percentile rank is achieved by Emeco. There is a maximum and minimum vesting range and vesting occurs in this range on a sliding scale as set out in the following table: Percentile rank 50% or lower Between 50% and 75% 75% or higher Percentage of LTI securities that vest Nil 50% plus 2% for each percentile rank over 50% 100% LTI securities that do not vest at the end of the vesting period will lapse. The shares associated with these LTI securities will be transferred to a nominee of the Company and held on trust for subsequent reallocation. Performance shares which vest are transferred to the employee. In respect of performance rights which vest, corresponding shares are transferred to the employee. Grants and vesting of LTI securities made to executives under the Company’s LTI plans are set out in the following table: Executive [A] Ian Testrow Thao Pham Kenneth Lewsey Christopher Hayman Grant date 19/10/2012 04/12/2013 05/10/2012 02/11/2012 07/10/2013 24/11/2014 04/11/2013 24/11/2014 07/10/2013 24/11/2014 Equity instrument Rights Rights Number granted 451,371 1,633,151 Maximum value [1] $207,631 $228,641 % vested in FY16 - - Shares Shares Shares Shares Shares Shares Rights Rights 53,571 5,357 199,456 640,000 4,553,571 4,250,000 986,967 844,040 $30,000 $3,000 $33,908 $96,000 $637,500 $637,500 $138,175 $126,606 - - - - - - - - - Kalien Selby 24/11/2014 Shares 260,000 $39,000 Fair value per share/right at grant date [3] $0.46 $0.15 $0.56 $0.56 $0.18 $0.12 $0.15 $0.12 $0.15 $0.12 Vesting date [2] Sep-15 Sep-16 Sep-15 Sep-15 Sep-16 Sep-17 Sep-16 Sep-17 Sep-16 Sep-17 % forfeited in FY16 100% - 100% 100% - - 100% 100% 100% 100% 100% Sep-17 $0.12 Number held at year end 0 1,633,151 0 0 199,456 640,000 0 0 0 0 0 [A] [1] [2] [3] Mr Ken Lewsey, Mr Christopher Hayman and Ms Kalien Selby ceased employment with Emeco during FY16. All unvested LTI securities granted to Mr Lewsey, Mr Hayman and Ms Selby in FY14 and FY15 were forfeited in accordance with the terms of the respective grants. The LTI securities offers made to Mr Ian Testrow and Mr Gregory Hawkins in FY15 (1,550,000 and 1,600,000 respectively) were not allocated prior to their appointment as directors of the Company and, as such, are subject to shareholder approval. However, Mr Hawkins has ceased employment with the Group and, therefore, all unvested securities offered to Mr Hawkins under the FY15 plan will be forfeited in accordance with their terms. The minimum value of each grant is zero. For LTI securities granted in FY13, FY14 and FY15 the vesting date is the twentieth trading day after the announcement of the Company’s annual results in 2015, 2016 and 2017 respectively The fair value of the LTI securities was determined using a Monte Carlo share price simulation model, and is allocated to each reporting period evenly over the period from grant date to vesting date. The value disclosed in the KMP remuneration table (table 17) is the portion of the fair value of the securities recognised in FY16. 5.5 Management incentive share plan Emeco offered shares pursuant to a management incentive share plan (MISP) between 2005 and 2008. The shares offered under this plan were not conditional on performance but rather vested over time so as to encourage participants to remain with Group. Under the MISP, the Company provided each MISP participant with an interest free, limited recourse loan (loan) to enable them to subscribe for the MISP shares. Any dividends or capital distributions which were paid on the MISP shares were applied by the Company in reducing the amount of the loan. The shares vested over a five year period. Subject to the approval of the board, the loan was capable of repayment at any time but, in most instances, was to be repaid by 1 July 2015, being the tenth anniversary of the commencement date of the MISP. Eligible participants of the plan at 1 July 2015 were given the option to either pay the loan amount outstanding in respect of the shares or to extinguish the loan by forfeiting their interest in the shares. All KMP participants elected to forfeit their outstanding MISP shares in FY16. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 36 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Directors’ Report For the year ended 30 June 2016 As detailed below, there were no share based payments to any KMP under the MISP during FY16: KMP Alec Brennan Ian Testrow Number of shares issued 500,000 300,000 Issue price of shares $0.61 $1.16 Grant date 18/08/2005 12/06/2006 Amount of loan outstanding as at 30 June 2016 $0 $0 Highest amount of indebtedness during FY16 $142,500 $249,000 Fair value recognised as remuneration during FY16 $0.00 $0.00 5.6 Emeco employee share ownership plan Emeco’s employee share ownership plan (ESOP) was an elective plan which was open to all Australian employees between FY08 and FY15. Under the ESOP, for every five shares acquired and paid for by the employee under the ESOP (ESOP shares), Emeco acquired one matching share on market at no cost to the employee. The matching shares are subject to a vesting condition. Under the ESOP, a participating employee must remain employed with Emeco for one year after the end of the calendar year in which the matching shares are acquired (restriction period). If an employee resigns from the Group before the expiry of the restriction period, the matching shares are forfeited. All matching shares automatically vest if an employee is made redundant before the expiry of the restriction period. The ESOP shares are held in escrow by the trustee during the restriction period. The ESOP administrator, Link Market Services, releases the ESOP shares from escrow at the earlier of the expiry of the restriction period and the termination of the employee’s employment with Emeco. Emeco did not offer any shares under the ESOP in FY16. However, shares acquired in 2014 under previous ESOPs vested for participating employees that remain employed with Emeco at 31 December 2015. During FY16 ESOP shares were released from escrow, and matching shares vested, under previous ESOPs as set out below: Executive Ian Testrow Thao Pham Kalien Selby [A] Released ESOP shares 10,217 22,599 35,103 Vested matching shares 2,041 4,515 7,014 [A] Ms Kalien Selby ceased employment with Emeco during FY16 and all ESOP Shares and matching shares were released and vested in accordance with their terms. 6. Service contracts Each executive is employed pursuant to contracts which provide for an indefinite term and which are terminable on either party giving six months’ notice or on the payment to the executive of up to six months’ salary in lieu of notice. No termination payments other than salary in lieu of notice and accrued statutory leave entitlements are payable under these contracts. Signed in accordance with a resolution of the directors. Ian Testrow Managing Director Dated at Perth, 30th day of August 2016 EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 37 Deloitte Touche Tohmatsu A.B.N. 74 490 121 060 Deloitte Touche Tohmatsu Tower 2, Brookfield Place, 123 St Georges Tce, Perth WA 6000, Australia Tel: +61 (0) 8 9365 7000 Fax: +61 (0) 8 9365 7001 www.deloitte.com.au The Board of Directors Emeco Holdings Limited 3/71 Walters Drive Perth WA 6017 30 August 2016 Dear Board Members Emeco Holdings Limited In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Emeco Holdings Limited. As lead audit partner for the audit of the financial statements of Emeco Holdings Limited for the financial year ended 30 June 2016, I declare that to the best of my knowledge and belief, there have been no contraventions of: (i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and (ii) any applicable code of professional conduct in relation to the audit. Yours sincerely DELOITTE TOUCHE TOHMATSU Leanne Karamfiles Partner Chartered Accountant 38 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended 30 June 2016 Note 2016 $'000 2015 $'000 Continuing operations Revenue from rental income Revenue from the sale of machines and parts Revenue from maintenance services Changes in machinery and parts inventory Repairs and maintenance Employee expenses Hired in equipment and labour Gross profit Other income Other expenses Impairment of tangible assets Depreciation expense Amortisation expense Finance income Finance costs Net foreign exchange gain/(loss) Loss before tax expense Tax benefit/(expense) Loss from continuing operations Discontinued operations Loss from discontinued operations (net of tax) Loss from discontinued operations Loss for the year Other comprehensive (loss)/income Items that are or may be reclassified to profit and loss: Foreign currency translation differences for foreign operations (net of tax) Effective portion of changes in fair value of cash flow hedges (net of tax) Total other comprehensive income/(loss) for the year 8 7 8 8 8 8 8 8 8 10 14 177,744 5,472 23,348 206,564 (8,921) (70,967) (33,995) (21,102) 71,579 1,791 (25,770) (179,609) (69,194) (148) 79,345 (55,455) (42,002) (219,463) (5,926) (225,389) - - 206,718 2,788 31,925 241,431 (11,780) (99,216) (43,608) (22,411) 64,416 512 (32,072) (30,836) (98,720) (84) 2,781 (52,260) (16,332) (162,595) 39,464 (123,131) (4,572) (4,572) (225,389) (127,703) (3,403) 28,871 11,821 8,418 (4,306) 24,565 Total comprehensive income/(loss) for the year (216,971) (103,138) The consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the notes to and forming part of the financial statements set out on pages 44 to 118. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 39 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Consolidated Statement of Profit or Loss and Other Comprehensive Income (continued) For the year ended 30 June 2016 Loss attributable to: Owners of the Company Loss for the year Total comprehensive loss attributable to: Owners of the Company Total comprehensive loss for the year Earnings per share: Basic earnings per share Diluted earning per share Earnings per share from continuing operations Basic earnings per share Diluted earnings per share Note 2016 $'000 2015 $'000 35 35 (225,389) (225,389) (127,703) (127,703) (216,971) (216,971) (103,138) (103,138) Note 2016 Cents 2015 Cents 35 35 35 35 (40.42) (40.42) (40.42) (40.42) (22.90) (22.90) (22.08) (22.08) The consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the notes to and forming part of the financial statements set out on pages 44 to 118. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 40 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Consolidated Statement of Financial Position as at 30 June 2016 Note 2016 $'000 2015 $'000 Current Assets Cash assets Trade and other receivables Derivative financial instruments Inventories Prepayments Assets held for sale Total current assets Non-current Assets Trade and other receivables Derivative financial instruments Intangible assets and goodwill Property, plant and equipment Deferred tax assets Total non-current assets Total assets Current Liabilities Trade and other payables Liabilities directly associated with assets classified as held for sale Interest bearing liabilities Provisions Total current liabilities Non-current Liabilities Derivative financial instruments Interest bearing liabilities Deferred tax liabilities Provisions Total non-current liabilities Total liabilities Net assets Equity Share capital Reserves Accumulated losses Total equity attributable to equity holders of the Company 17 18 19 20 15 18 19 21 22 12 23 15 24 26 19 24 12 26 13 24,854 37,734 6,315 5,333 1,832 30,728 106,796 6,234 12,629 2,344 280,182 19,507 320,896 427,692 38,035 883 4,579 3,469 46,966 - 373,239 - 1,490 374,729 421,695 5,997 27,800 60,272 12,761 20,931 2,134 32,328 156,226 5,375 38,282 1,641 482,351 24,880 552,529 708,755 45,363 - 5,484 3,652 54,499 1,663 418,487 10,884 1,751 432,785 487,284 221,471 593,616 12,505 (600,124) 5,997 593,616 2,590 (374,735) 221,471 The consolidated statement of financial position is to be read in conjunction with the notes to and forming part of the financial statements set out on pages 44 to 118. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 41 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Consolidated Statement of Changes in Equity For the year ended 30 June 2016 Balance at 1 July 2014 Total comprehensive income for the period Profit or (loss) Other comprehensive income Foreign currency translation differences Effective portion of changes in fair value of cash flow hedge, net of tax Total comprehensive income/(loss) for the period Transactions with owners, recorded directly in equity Contributions by and distributions to owners Own shares acquired by employee share plan trust Share-based payment transactions Total contributions by and distributions to owners Balance at 30 June 2015 Balance at 1 July 2015 Total comprehensive income for the period Profit or (loss) Other comprehensive income Foreign currency translation differences Effective portion of changes in fair value of cash flow hedge, net of tax Total comprehensive income/(loss) for the period Transactions with owners, recorded directly in equity Contributions by and distributions to owners Own shares acquired by employee share plan trust Share-based payment transactions Total contributions by and distributions to owners Balance at 30 June 2016 Share based payment reserve $'000 Foreign currency translation reserve $'000 Hedging reserve $'000 14,598 (7,321) (9,267) Share capital $'000 593,616 Reserve for own Accumulated shares $'000 (20,622) losses $'000 (247,032) Total equity $'000 323,972 - - - - - - - - - - 3,408 25,463 (4,306) (898) - 25,463 - - - - (127,703) (127,703) - 28,871 - (127,703) (4,306) (103,138) - - - 593,616 - 649 649 15,247 - - - (8,219) - - - 16,196 (12) - (12) (20,634) - - - (374,735) (12) 649 637 221,471 Share based payment reserve $'000 Foreign currency translation reserve $'000 Hedging reserve $'000 15,247 (8,219) 16,196 Share capital $'000 593,616 Reserve for own Accumulated shares $'000 (20,634) losses $'000 (374,735) Total equity $'000 221,471 - - - - - - - - - - (3,257) (146) 11,821 8,564 - (146) - - - - (225,389) (225,389) - (3,403) - (225,389) 11,821 (216,971) - - - 593,616 - 1,497 1,497 16,744 - - - 345 - - - 16,050 - - - (20,634) - - - (600,124) - 1,497 1,497 5,997 The consolidated statement of changes in equity is to be read in conjunction with the notes to and forming part of the financial statements set out on pages 44 to 118. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 42 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Consolidated Statement of Cash Flows For the year ended 30 June 2016 Cash flows from operating activities Cash receipts from customers Cash paid to suppliers and employees Cash generated from operations Finance income received Finance expense paid Cash receipts from derivatives sold Taxes received/(paid) Net cash inflow (outflow) from operating activities of discontinued operations 30 June 2016 $'000 30 June 2015 $'000 Note 228,558 237,151 (166,245) (194,510) 62,313 702 42,641 240 (44,503) (42,974) 48,167 3,965 - - - (2,801) (2,894) Net cash from/(used in) operating activities 30 70,644 Cash flows from investing activities Proceeds on disposal of non-current assets Payment for property, plant and equipment Net cash inflow from investing activities of discontinued operations Net cash used in investing activities Cash flows from financing activities Net proceeds from asset backed loan Repurchase of issued debt Purchase of own shares Payment for debt establishment costs Payment of finance lease liabilities Net cash outflow from financing activities of discontinued operations Net cash from used in financing activities Net decrease in cash Cash at beginning of the period Effects of exchange rate fluctuations on cash held Cash at the end of the financial period 15,103 (38,215) - 14,005 (37,824) 10,806 (23,112) (13,013) - (41,971) - - (7,340) - (49,311) (1,779) 27,800 (1,167) 24,854 - - (12) (2,576) (4,145) - (6,733) (22,640) 41,830 8,610 27,800 The consolidated statement of cash flows is to be read in conjunction with the notes to the financial statements set out on pages 44 to 118. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 43 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 1 Reporting entity Emeco Holdings Limited (the ‘Company’) is domiciled in Australia. The address of the Company’s registered office is Level 3, 71 Walters Drive, Osborne Park WA 6017. The consolidated financial statements of the Company as at and for the year ended 30 June 2016 comprise the Company and its subsidiaries (together referred to as the ‘Group’). The Group is a for profit entity and primarily involved in the provision of safe, reliable and maintained heavy earthmoving equipment solutions to customers in the mining industry (refer note 16). 2 Basis of preparation (a) Statement of compliance The consolidated financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards (AASBs) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The consolidated financial statements comply with International Financial Reporting Standards (IFRSs) adopted by the International Accounting Standards Board (IASB). The consolidated financial statements were authorised for issue by the board of directors on 30 August 2016. (b) Basis of measurement The consolidated financial statements have been prepared on the historical cost basis except for the following material items in the statement of financial position: (cid:1) (cid:1) (cid:1) derivative financial instruments are measured at fair value; assets held for sale at fair value less costs of disposal; and financial instruments at fair value through profit or loss are measured at fair value. The methods used to measure fair values are discussed further in note 5. (c) Functional and presentation currency These consolidated financial statements are presented in Australian dollars, which is the Company’s functional currency. The company is a company of the kind referred to in ASIC Corporations (Rounding in Financial /Directors’ Reports) Instrument, dated 24 March 2016, and in accordance with that Corporations Instrument amounts in the financial report are rounded off to the nearest thousand unless otherwise stated. (d) Use of estimates and judgements The preparation of the consolidated financial statements in conformity with the AASB requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. The estimates and judgements that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are discussed below: Impairment of assets Intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets 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 of disposal and value in use, in accordance with the Company’s accounting policy note 3(h)(ii). For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 44 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 2 Basis of preparation (continued) (d) Use of estimates and judgements (continued) Recognition of tax losses In accordance with the Company’s accounting policies for deferred taxes (refer note 3(o)), a deferred tax asset is recognised for unused tax losses only if it is probable that future taxable profits will be available to utilise these losses. This includes estimates and judgements about future profitability, capital structure and tax rates. Changes in these estimates and assumptions could impact on the amount and probability of unused tax losses and accordingly the recoverability of deferred tax assets. The carrying amount of deferred tax assets are set out in note 12. Assets held for sale In accordance with the Company’s accounting policies for assets held for sale (refer note 3(i)), non-current assets, or disposal groups comprising assets and liabilities, are classified as held for sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use. Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less costs of disposal. Fair value less costs of disposal includes estimates and judgements about the market value of these assets. Changes in these estimates and assumptions could impact on the carrying amount of these assets held for sale. The carrying amount of assets held for sale are set out note 15. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 45 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 3 Significant accounting policies The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, and have been applied consistently by Group entities. (a) (i) (ii) (b) (i) (ii) Basis of consolidation Subsidiaries Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has the rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. Foreign currency Foreign currency transactions Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the year. Foreign operations The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to the functional currency at exchange rates at the reporting date. The income and expenses of foreign operations are translated to Australian dollars at exchange rates at the dates of the transactions. Foreign currency differences are recognised in other comprehensive income, and presented in the foreign currency translation reserve (FCTR) in equity. When a foreign operation is disposed of such that control, significant influence or joint control is lost, the cumulative amount in the FCTR related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. (c) (i) Financial instruments Non-derivative financial assets and financial liabilities recognition and derecognition The Group initially recognises loans and receivables and deposits and debt securities issued on the date when they are originated. All other financial assets and financial liabilities are recognised initially on the trade date. The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in such transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability. The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 46 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 3 Significant accounting policies (continued) (c) (i) Financial instruments (continued) Non-derivative financial assets and financial liabilities recognition and de-recognition (continued) Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously. The Group has non-derivative financial assets being: loans and receivables. (ii) Non-derivative financial assets - measurement Loans and receivables Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses. Loans and receivables comprise trade and other receivables. Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits with original maturities of three months or less from the acquisition date that are subject to an insignificant risk of changes in their fair value, and are used by the Group in the management of its short term commitments. (iii) Non-derivative financial liabilities - measurement The Group classifies non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are recognised initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest rate method unless the Group has applied fair value hedging, in which case amortised cost is adjusted to reflect the movement in the fair value of the underlying hedge item. This adjustment is recorded in the statement of profit and loss. Other financial liabilities comprise loans and borrowings, debt securities issued, and trade and other payables. (iv) Derivative financial instruments, including hedge accounting The Group holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures. Derivatives are recognised initially at fair value; attributable transaction costs are recognised in profit or loss when incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally recognised in profit or loss unless designated as a hedge instrument. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 47 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 3 Significant accounting policies (continued) Financial instruments (continued) (c) (iv) Derivative financial instruments, including hedge accounting (continued) On initial designation of the derivative as the hedging instrument, the Group formally documents the relationship between the hedging instrument and hedged item, including the risk management objectives and strategy in undertaking the hedge transaction and the hedged risk, together with the methods that will be used to assess the effectiveness of the hedging relationship. The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, whether the hedging instruments are expected to be ‘highly effective’ in offsetting the changes in the fair value or cash flows of the respective hedged items attributable to hedged risk and whether the actual results of each hedge are within a range of 80-125 percent. For a cash flow hedge of a forecast transaction, the transaction should be highly probable to occur and should present an exposure to variations in cash flows that could ultimately affect reported profit or loss. Fair value hedges The risk being hedged in a fair value hedge is a change in the fair value of an asset or liability or unrecognised firm commitment that may affect the income statement. Changes in fair value might arise through changes in interest rates or foreign exchange rates. The Group’s fair value hedges principally consist of interest rate swaps that are used to protect against changes in the fair value of fixed rate long term financial instruments due to movements in market interest rates. The application of fair value hedge accounting results in the fair value adjustment on the hedged item attributable to the hedged risk being recognised in the income statement at the same time the hedging instrument impacts the income statement. If a hedging relationship is terminated, the fair value adjustment to the hedged item continues to be recognised as part of the carrying amount of the item or group of items and is amortised to the income statement as a part of the effective yield over the period to maturity. Where the hedged item is derecognised from the Group’s balance sheet, the fair value adjustment is included in the income statement as a part of the gain or loss on disposal. Cash flow hedges When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable to a particular risk associated with the recognised asset or liability or a highly probable forecast transaction that could affect profit or loss, the effective portion of changes in the fair value of the derivative is recognised in other comprehensive income and presented in the hedging reserve in equity. Any ineffective portion of changes in the fair value of the derivative is recognised immediately in profit or loss. When the hedged item is a non-financial asset, the amount accumulated in equity is retained in other comprehensive income and reclassified to profit or loss in the same period or periods during which the non- financial item affects profit or loss. In other cases the amount accumulated in equity is reclassified to profit or loss in the same period that the hedged item affects profit or loss. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. If the forecast transaction is no longer expected to occur, then the balance in equity is reclassified in profit or loss. Other non-trading derivatives When a derivative financial instrument is not designated in a hedge relationship that qualifies for hedge accounting, all changes in its fair value are recognised immediately in profit or loss. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 48 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 3 Significant accounting policies (continued) (c) (v) Financial instruments (continued) Share capital Ordinary shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares net of any tax effects are recognised as a deduction from equity. Purchase of share capital (treasury shares) When share capital recognised as equity is purchased by the employee share plan trust, the amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognised as a deduction from equity. Purchased shares are classified as treasury shares and are presented in the reserve for own shares net of any tax effects. When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity, and the resulting surplus or deficit on the transaction is transferred to/from retained earnings. Dividends Dividends are recognised as a liability in the period in which they are declared. Repurchase and reissue of share capital (treasury shares) When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the reserve for own shares. When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity and the resulting surplus or deficit on the transaction is presented in retained earnings. (d) (i) Property, plant and equipment Recognition and measurement Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self constructed assets includes the following: • the cost of materials and direct labour; • any other costs directly attributable to bringing the assets to a working condition for their intended use; • when the Group has an obligation to remove the assets or restore the site, and estimate of the costs of dismantling and removing the items and restoring the site on which they are located; and capitalised borrowing costs. • Cost includes transfers from equity of any gain or loss on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognised in profit or loss. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 49 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 3 Significant accounting policies (continued) (d) (ii) Property, plant and equipment (continued) Subsequent costs Subsequent expenditure is capitalised only when it is probable that the future economic benefits associated with the expenditure will flow to the Group. Expenditure on major overhauls and refurbishments of equipment is capitalised in property, plant and equipment as it is incurred, where that expenditure is expected to provide future economic benefits. The costs of the day-to-day servicing of property, plant and equipment and on going repairs and maintenance are expensed as incurred. (iii) Depreciation Items of property, plant and equipment, excluding freehold land, are depreciated over their estimated useful lives and are charged to the statement of comprehensive income. Estimates of remaining useful lives, residual values and the depreciation method are made on a regular basis, with annual reassessments for major items. Assets are depreciated from the date of acquisition or, in respect of internally constructed assets, from the time an asset is completed and held ready for use. Where subsequent expenditure is capitalised into the asset, the estimated useful life of the total new asset is reassessed and depreciation charged accordingly. Depreciation on buildings, leasehold improvements, furniture, fixtures and fittings, office equipment, motor vehicles and sundry plant is calculated on a straight line basis. Depreciation on plant and equipment is calculated on a units of production method and charged on machine hours worked over their estimated useful life. In certain specific contracts, depreciation methodology on some items of plant and equipment are reassessed in line with their effective lives. In these situations, depreciation is recognised in line with the pattern of economic benefits expected to be consumed. (2015: All plant and equipment is depreciated to a minimum of 100 machine hours per month). The estimated useful lives are as follows: Leasehold improvements Plant and equipment Furniture, fixtures and fittings Office equipment Motor vehicles Sundry plant 15 years 3 – 15 years 10 years 3 – 10 years 5 years 7 – 10 years (e) (i) Intangible assets Research and Development Expenditure on research activities is recognised in profit and loss as incurred. Development expenditure is capitalised only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Group intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognised in profit and loss as incurred. Subsequent to initial recognition, development expenditure is measured at costs less accumulated amortisation and any accumulated impairment losses. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 50 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 3 Significant accounting policies (continued) (e) (ii) Intangible assets (continued) Other intangible assets Other intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses. (iii) Amortisation Intangible assets are amortised on a straight line basis in profit or loss over their estimated useful lives, from the date they are available for use. Amortisation is recognised in profit or loss on a straight line basis over the estimated useful lives of intangible assets from the date that they are available for use. The estimated useful lives for the current and comparative periods are as follows: • Software 0 – 3 years Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. (f) Inventories Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the first-in first-out principle, and includes expenditure incurred in acquiring the inventories and other costs incurred in bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and estimated costs necessary to make the sale. Inventory is occasionally sold under a rental purchase option (RPO). Under the RPO the purchaser is entitled to a rebate upon exercising the option. A charge is recognised against the carrying value of inventory on RPOs to reflect the consumption of economic benefits related to that inventory. (g) Work in progress Progressive capital work to inventory and fixed assets are carried in work in progress accounts within their respective statement of financial position classifications with fixed assets being disclosed as a ‘capital work in progress’. Upon work completion the balance is capitalised. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 51 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 3 Significant accounting policies (continued) (h) (i) Impairment Non-derivative financial assets Financial assets not classified as at fair value through profit or loss are assessed at each reporting date to determine whether there is objective evidence of impairment. Objective evidence that financial assets are impaired includes: • default or delinquency by a debtor; • • • • • observable data indicating that there is measurable decrease in expected cash flows from a group restructuring of an amount due to the Group on terms that the Group would not consider otherwise; indications that a debtor or issuer will enter bankruptcy; adverse changes in the payment status of borrowers or issuers; the disappearance of an active market for a security; or of financial assets. For an investment in an equity security, objective evidence of impairment includes a significant or prolonged decline in its fair value below its cost. The Group considers a decline of 20% to be significant and a period of nine months to be prolonged. Financial assets measured at amortised cost The Group considers evidence of impairment for these assets measured at both an individual asset and a collective level. All individually significant assets are individually assessed for specific impairment. Those found not to be impaired are then collectively assessed for any impairment that has been incurred but not yet individually identified. Assets that are not individually significant are collectively assessed for impairment. Collective assessment is carried out by grouping together assets with similar risk characteristics. In assessing collective impairment, the Group uses historical information on the timing of recoveries and the amount of loss incurred, and makes an adjustment if current economic and credit conditions are such that the actual losses are likely to be greater or lesser than suggested by historical trends. An impairment loss is calculated as the difference between an asset’s carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance account. When the Group considers that there are no realistic prospects of recovery of the asset, the relevant amounts are written off. If the amount of the impairment loss subsequently decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, then the previously recognised impairment loss is reversed through profit or loss. (ii) Non-financial assets At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. The Group’s corporate assets do not generate separate cash inflows and are utilised by more than one CGU. Corporate assets are allocated to CGUs on a reasonable and consistent basis and tested for impairment as part of the testing of the CGU to which the corporate asset is allocated. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 52 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 3 Significant accounting policies (continued) Impairment (continued) (h) (ii) Non-financial assets (continued) The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs of disposal. Value in use is based on the estimated future cash flows, discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognised in profit or loss. They are allocated to reduce the carrying amounts of the assets in the CGU on a pro rata basis. (i) Assets held for sale Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for-sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use. Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less costs of disposal. Any impairment loss on a disposal group is allocated to the assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, employee benefit assets which continue to be measured in accordance with the Group’s other accounting policies. Impairment losses on initial classification as held-for-sale and subsequent gains and losses on re- measurement are recognised in profit or loss. Once classified as held-for-sale, intangible assets and property, plant and equipment are no longer amortised or depreciated, and any equity-accounted investee is no longer equity accounted. (j) (i) Employee benefits Defined contribution plans A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and has no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognised as an employee benefit expense in profit or loss in the periods during which related services are rendered by employees. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available. (ii) Other long term employee benefits The Group’s net obligation in respect of long term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Re-measurements are recognised in profit or loss in the period in which they arise. (iii) Termination benefits Termination benefits are recognised as an expense when the Group is committed demonstrably, without realistic possibility of withdrawal, to a formal detailed plan to terminate employment before the normal retirement date. Termination benefits for voluntary redundancies are recognised as an expense if the Group has made an offer of voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 53 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 3 Significant accounting policies (continued) Employee benefits (continued) (j) (iv) Short term benefits Short term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short term cash bonus or profit sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. (v) Share based payment transactions (a) A management incentive share plan (MISP) allows certain consolidated entity employees to acquire shares of the Company. Employees have been granted a limited recourse 10 year interest free loan in which to acquire the shares. The loan has not been recognised as the Company only has recourse to the value of the shares. The arrangement is accounted for as an in-substance option over ordinary shares. The grant date fair value of the shares granted to employees is recognised as an employee expense with a corresponding increase in equity, over the period during which the employees become unconditionally entitled to the shares. The fair value of the MISP granted is measured using a Black Scholes pricing model, taking into account the terms and conditions upon which the in-substance options were granted. The amount recognised as an expense is adjusted to reflect the actual number of shares that vest except where forfeiture is only due to shares prices not achieving the threshold for vesting. (b) A Retention Incentive (RI) plan allows certain management personnel to receive shares or rights of the Company. Under the RI, rights or shares granted to each RI participant vest to the employee after three years. The 2015 long term incentive plan (LTIP), included a performance condition included a performance hurdle based on relative total shareholder return (TSR). The peer group that the Company’s TSR is measured against consists of 123 Companies (this number may change as a result of takeovers, mergers etc) and includes 16 Companies that are considered direct peers to Emeco, in addition to the S&P/ASX Small Industrials (excluding banks, insurance companies, property trust companies and investment property trust/companies and other stapled securities). The fair value of the performance rights or shares granted under the LTIP have been measured using Monte Carlo simulation analysis and are expensed evenly over the period from grant date to vesting date. (c) In FY11 an employee share ownership plan (ESOP) was established to allow certain employees to acquire shares in the Company via salary sacrifice up to a limit of $5,000 each year. For every five shares purchased by the employee, recognised as treasury shares, the Company provides one matching share, recognised as a share based payment. Under the ESOP, the matching share will vest to the employee after one year after the end of calendar year in which the matching shares are acquired. These matching shares are fair valued and are expensed evenly over the period from grant date to vesting date. ESOP employees are entitled to dividends on the matching share when the dividends are declared. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 54 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 3 Significant accounting policies (continued) (j) (v) (k) (i) (l) (i) (ii) Employee benefits (continued) Share based payment transactions (continued) (d) Dividends received while satisfying the performance conditions of share issues under the MISP are allocated against the employee outstanding loan. For all previous LTIP and ESOP plans, all LTIP and ESOP recipients are entitled to any dividends that are declared during the vesting period. For the Group’s executives, commencing with the FY13 grant and all subsequent grants, dividends or shadow dividends will not be paid on any unvested securities and dividends or shadow dividends will accrue on unvested LTI securities and will only be paid at the time of vesting on those LTI securities that vest, provided all vesting conditions are met. (e) A short term incentive (STI) plan allows the executive leadership team to receive, on board approval, cash or shares of the Company upon satisfying performance conditions. This is determined at the end of each financial year based on the executive’s performance. The performance conditions related to KPIs include EBITDA, direct costs, overheads, capital expenditure, working capital, free cash flow, sale of idle assets, safety and personal goals. Provisions A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Restructure provision A provision for restructuring is recognised when the Group has approved a detailed and formal restructuring plan, and the restructuring either has commenced or has been announced publicly. Future operating costs are not provided for. Revenue Rental revenue Revenue from the rental of machines is recognised in profit and loss based on the number of hours the machines operate each month. Customers are billed monthly. Goods sold Revenue from the sale of goods in the course of ordinary activities is measured at the fair value of the consideration received or receivable, net of returns and allowances, trade discounts and volume rebates. Revenue is recognised when significant risks and rewards of ownership have been transferred to the customer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods, and the amount of revenue can be measured reliably. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 55 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 3 Significant accounting policies (continued) Revenue (continued) (l) (iii) Maintenance services Revenue from services rendered is recognised in profit or loss in proportion to the stage of completion of the transaction at the reporting date. (m) Leases Leased assets Leases in terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. On initial recognition the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset. Other leases are operating leases and are not recognised in the Group’s statement of financial position. Lease payments Payments made under operating leases are recognised in profit or loss on a straight line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease. Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. (n) Finance income and finance costs The Group’s finance income and finance costs include: • interest income; • interest expense; • dividend income; • discount on repurchased debt; • dividends on preference shares issued classified as financial liabilities; • • • • withholding tax; • • the net gain or loss on financial assets at fair value through profit or loss; the foreign currency gain or loss on financial assets and liabilities; the fair value loss on contingent consideration classified as financial liability; the net gain or loss on hedging instruments that are recognised in profit or loss; and amortisation of borrowing costs capitalised using the effective interest method. Interest income or expense is recognised using the effective interest method. Dividend income is recognised in profit or loss on the date that the Group’s right to receive payment is established. (o) Income tax Income tax expense comprises current and deferred tax. Current tax and deferred tax is recognised in profit or loss except to the extent that it relates to items recognised directly in equity or in other comprehensive income. (i) Current tax Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to tax payable or receivable in respect of previous years. It is measured using tax rates enacted or substantively enacted at the reporting date. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 56 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 3 Significant accounting policies (continued) (o) Income tax (continued) (ii) Deferred tax Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for: • • • temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; temporary differences related to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future; or taxable temporary differences arising on the initial recognition of goodwill. The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. (iii) Tax exposures The Company and its wholly owned Australian resident entities have formed a tax consolidated group with effect from 16 December 2004 and are therefore taxed as a single entity from that date. The head entity within the tax consolidated group is Emeco Holdings Limited. (p) Discontinued operations A discontinued operation is a component of the Group's business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which: • • • represents a separate major line of business or geographical area of operations; is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations; or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale or distribution, if earlier. When an operation is classified as a discontinued operation, the comparative statement of comprehensive income is re-presented as if the operation had been discontinued from the start of the comparative year. (q) Segment reporting Segment results that are reported to the board of directors include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly cash, interest bearing liabilities and finance expense. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 57 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 4 New standards and interpretations not yet adopted Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Group for the annual reporting period ended 30 June 2016. The Group has not yet assessed the impact of these new or amended Accounting Standards and Interpretations. Those which may be relevant to the Group are set out below. (i) AASB 16 Leases (2016) AASB16 introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. A lessee is required to recognise a right of use asset representing its right-to-use the underlying leased asset and a lease liability representing its obligations to make lease payments. (ii) AASB 15 Revenue from Contracts with Customers (2015) The new standard replaces AASB 118 which covers the revenues arising from the sale of goods and the rendering of services and AASB 111 which covers construction contracts. The new standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer. (iii) AASB 9 Financial Instruments (2014) AASB 9 will replace AASB 139: Financial Instruments: Recognition and Measurement. The key changes that may affect the Group on initial application of AASB 9 and associated amending Standards include: • simplifying the general classifications of financial assets into those carried at amortised cost and those carried at fair value; permitting entities to irrevocably elect on initial recognition to present gains and losses on an equity instrument that is not held for trading in other comprehensive income (OCI); requiring an entity that chooses to measure a financial liability at fair value to present the portion of the change in its fair value due to changes in the entity’s own credit risk in OCI, except when it would create an ‘accounting mismatch’; introducing a new model for hedge accounting that permits greater flexibility in the ability to hedge risk, particularly with respect to non-financial items; and requiring impairment of financial assets carried at amortised cost based on an expected loss approach. • • • • 5 Determination of fair values A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability. (a) (b) Property, plant and equipment The fair value of property, plant and equipment recognised as a result of a business combination is the estimated amount for which a property could be exchanged on the date of acquisition between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably. The fair value of items of plant, equipment, fixtures and fittings is based on the market approach and cost approaches using quoted market prices for similar items when available and depreciated replacement cost when appropriate. Depreciated replacement cost estimates reflects adjustments for physical deterioration as well as functional and economic obsolescence. Trade and other receivables The fair value of trade and other receivables, excluding construction work in progress, are estimated as the present value of future cash flows, discounted at the market rate of interest at the measurement date. Short term receivables with no stated interest rate are measured at the original invoice amount if the effect of discounting is immaterial. Fair value is determined at initial recognition and, for disclosure purposes, at each annual reporting date. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 58 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 5 Determination of fair values (continued) (c) Forward exchange contracts and interest rate swaps The fair value of forward exchange contracts is based on the discounted value of the difference between the rate the contractual forward price and the current forward price for the residual maturity of the contract using a credit adjusted risk free rate. The fair value of interest rate swaps is based on third party valuations provided by financiers. Those valuations are tested for reasonableness by discounting estimated future cash flows based on the terms and maturity of each contract and using market interest rates for a similar instrument at the measurement date. Fair values reflect the credit risk of the instrument and include adjustments to take account of the credit risk of the Group entity and counterparty when appropriate. (d) Other non-derivative financial liabilities Other non-derivative financial liabilities are measured at fair value at initial recognition and for disclosure purposes, at each annual reporting date. Fair value is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the measurement date. For finance leases the market rate of interest is determined by reference to similar lease agreements. (e) (f) Share based payment transactions The fair value of employee share options, management incentive plan shares, long term incentive plan and retention incentive plan shares are measured using an option pricing model. Measurement inputs include share price on issue, exercise price of the instrument, expected volatility, weighted average expected life of the instruments, market performance conditions, expected dividends, and the risk free interest rate. Service and non-market performance conditions attached to the transactions are not taken into account in determining fair value. The employee share ownership plan shares are measured at market price at purchase date. Equity and debt securities The fair value of equity and debt securities is determined by reference to their quoted closing bid price at the reporting date, or if unquoted determined using a valuation technique. Valuation techniques employed include market multiples and discounted cash flow analysis using expected future cash flows and a market related discount rate. The fair value of held to maturity investments is determined for disclosure purposes only. (g) Assets held for sale The fair value of assets designated as held for sale are determined with reference to an independent external valuation, market demand and costs of disposal. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 59 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 6 Financial instruments Overview The Group has exposure to the following risks from their use of financial instruments: credit risk; liquidity risk; and • • • market risk. This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring and managing risk, and the Group’s management of capital. Risk management framework The board of directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The board of directors has established the audit and risk management committee (Committee), which is responsible for developing and monitoring the Group’s risk management policies. The Committee reports regularly to the board of directors on its activities. The Group’s risk management policies are established to identify and analyse the risks faced by the Group, 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 Group’s activities. The Group, through its training, management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations. The Committee oversees how management monitors compliance with the Group’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Committee is assisted in its oversight role by the internal audit function. Internal audit undertakes reviews of risk management controls and procedures at the direction of the Committee. The results of the reviews are reported to the Committee. Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument or financial asset fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers. Exposure to credit risk The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s maximum exposure to credit risk at the reporting date was: Trade receivables Other receivables Cash and cash equivalents Derivatives Consolidated Carrying amount 2016 $'000 32,803 12,255 24,854 18,944 88,856 2015 $'000 54,147 17,374 27,800 51,043 150,364 Note 18 18 17 19 EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 60 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 6 Financial instruments (continued) Credit risk (continued) Trade and other receivables The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Group’s customer base, including the default risk of the industry and country in which customers operate, as these factors may have an influence on credit risk. The Group sets individual counter party limits and where possible insures its rental income within Australia, Indonesia, Chile and Canada, and generally operates on a ‘cash for keys’ policy for the sale of equipment and parts. Both insured and uninsured debtors are subject to the Group’s credit policy. The Group’s credit policy requires each new customer to be analysed individually for creditworthiness before the Group’s standard payment and delivery terms and conditions are offered. The Group’s review includes external ratings, when available, and in some cases bank references. Purchase limits are established for each customer according to the external rating and are approved by the appropriate management level dependent on the size of the limit. In the instance that a customer fails to meet the Group’s creditworthiness and the Group is unable to secure credit insurance, future transactions with the customer will only be assessed on a case by case basis and where possible, prepayment or appropriate security such as a bank guarantee or letter of credit. Where commercially available the Group aims to insure the majority of rental customers that are not considered either blue chip customers, subsidiaries of blue chip companies or Government. Blue chip customers are determined as those customers who have a market capitalisation of greater than $700,000,000 (2015: $700,000,000). The Australian and Chilean businesses held insurance for the entire financial year ended 30 June 2016. The Canadian business held credit insurance from 1 September 2015 to 30 June 2016. The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables. The main components of this allowance are a specific loss component that relates to individually significant exposures. The specific loss component is made up of the insurance excess for insured debts that have been classified as doubtful and uninsured customers that are classified as doubtful. As at 30 June 2016 the Group’s doubtful debts provision for continuing and discontinued operations was $1,090,000 (2015: $5,874,000). As at 30 June 2016 the Group recognised bad debt write offs for continuing and discontinued operations for a total amount of $4,924,000 (2015: $4,089,000) which $4,924,000 related to one customer in Indonesia. The Group believes that the unimpaired amounts that are past due by more than 30 days are still collectible, based on historic payment behaviour and extensive analyses of the underlying customers’ credit ratings. The Group’s maximum exposure to credit risk for trade receivables at the reporting date by geographic region was: Australia Asia North America South America Consolidated Consolidated Gross 2016 $'000 21,070 - 4,095 7,638 32,803 Impairment provision 2016 $'000 (37) - (938) (115) (1,090) Gross 2015 $'000 25,002 8,233 9,762 11,150 54,147 Impairment provision 2015 $'000 - (5,376) (172) (326) (5,874) EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 61 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 6 Financial instruments (continued) Credit risk (continued) Trade and other receivables (continued) The Group’s maximum exposure to credit risk for trade receivables at the reporting date by type of customer was: Insured Blue chip (including subsidiaries) Other security Uninsured The aging of the Group’s trade receivables at the reporting date was: Consolidated Carrying amount 2016 $'000 2015 $'000 15,245 15,294 - 2,264 32,803 21,292 12,987 9,884 9,984 54,147 Not past due Past due 0-30 days Past due 31-60 days Past due 61 days Consolidated Consolidated Gross 2016 $'000 Impairment 2016 $'000 Gross 2015 $'000 Impairment 2015 $'000 25,338 2,993 2,414 2,058 32,803 - - - (1,090) (1,090) 38,565 2,292 3,329 9,961 54,147 - - - (5,874) (5,874) The movement in the allowance for impairment in respect of trade receivables during the year was as follows: Balance at 1 July Bad debt written off Change in provision for doubtful debts Balance at 30 June Consolidated 2016 $'000 2015 $'000 5,874 (4,924) 140 1,090 5,191 (4,089) 4,772 5,874 EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 62 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 6 Financial instruments (continued) Credit risk (continued) Derivatives The Group also held derivative assets in relation to cross currency interest rate swaps and forward exchange rate swaps to the total value of $18,944,000 (2015: $51,043,000) at 30 June 2016, which represents its maximum credit exposure on these assets. The interest rate swaps and cross currency interest rate swaps are held with bank and financial institution counter parties which are rated greater than A-. Cash The Group held cash and cash equivalents of $24,854,000 at 30 June 2016 (2015: $27,800,000), which represents its maximum credit exposure on these assets. The cash and cash equivalents are held with bank and financial institution counterparties which are rated greater than AA-. Collateral Collateral is held for customers that are assessed to be a higher risk. At 30 June 2016 the Group held $116,000 of bank guarantees (2015: $9,884,000) and $Nil of prepayments (2015: $Nil). Guarantees Financial guarantees are generally only provided to wholly owned subsidiaries or when entering into a premise rental agreement or performance bonds for completion of contract. Details of outstanding guarantees are provided in note 29. At 30 June 2016 $11,504,000 guarantees were outstanding (2015: $10,491,000). Liquidity risk Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’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, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group monitors working capital limits and employs maintenance planning and life cycle costing models to price its rental contracts. These processes assist it in monitoring cash flow requirements and optimising cash return in its operations. Typically the Group ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 60 days, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 63 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 6 Financial instruments (continued) Liquidity risk (continued) The Group has issued secured fixed interest notes in the 144A high yield bond market comprising US$335,000,000 which matures on 15 March 2019. The nominal fixed interest rate is 9.875%. These notes will remain fully drawn until maturity. The Group has an A$75,000,000 asset backed loan facility that matures in December 2017 and will be available for general corporate purposes. When utilised, the nominal interest rate is equal to the aggregate of the margin of 1.75% per annum and bank bill swap rate (BBSY). The asset backed loan has no maintenance covenants unless the facility is more than 50% utilised, at which stage it requires Emeco to have an interest cover ratio of 1.25 times and gearing of less than 65%. At 30 June 2016 the loan was undrawn but had utilised A$11,504,000 in bank guarantees. The Group has a facility agreement comprising a credit card facility with a limit of A$750,000 and bank guarantee where the aggregate face value shall not exceed A$866,013. The facility matures in December 2016 and will be available for general corporate purposes. The facility is secured via a cash cover account. The bank guarantee is subject to a fee of 3% per annum on the face value of the bank guarantee. At 30 June 2016 the facility was utilised at A$866,013. The Group has finance lease facilities totalling A$9,006,000 (2015: A$4,915,000) which have various maturities up to November 2020. The Group has financed its insurance payments with A$535,000 remaining at year end which matures in August 2016. The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 64 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 6 Financial instruments (continued) Liquidity risk (continued) Consolidated 30 June 2016 Non-derivative financial liabilities Secured notes issue Finance lease liabilities Insurance financing Trade and other payables Liabilities directly associated with assets classified as held for sale Derivative financial assets Cross currency interest rate swaps used for hedging asset/(liability) Carrying amount $'000 Contract- ual cash flows $'000 6 mths or less $'000 6-12 mths 1-2 years 2-5 years $'000 $'000 $'000 368,277 9,006 535 13,658 493,504 9,692 535 13,658 18,798 2,823 535 13,658 18,798 1,551 - - 37,596 1,689 - - 418,312 3,642 - - 883 392,359 896 518,285 896 36,710 - 20,349 - 39,285 - 421,954 18,944 18,944 19,805 19,805 29 29 114 114 19,662 19,662 - - More than 5 years $'000 - - - - - - - - It is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts. Consolidated 30 June 2015 Non-derivative financial liabilities Secured notes issue Finance lease liabilities Insurance financing Trade and other payables Derivative financial assets Cross currency interest rate swaps used for hedging asset/(liability) Carrying amount $'000 Contract- ual cash flows $'000 6 mths or less $'000 6-12 mths 1-2 years 2-5 years $'000 $'000 $'000 418,487 4,915 569 15,805 439,776 608,494 4,972 569 15,805 629,840 21,537 4,972 569 15,805 42,883 21,537 - - - 21,537 43,074 - - - 43,074 522,346 - - - 522,346 49,380 49,380 43,127 43,127 329 329 409 409 607 607 41,781 41,781 More than 5 years $'000 - - - - - - - The gross inflows/(outflows) disclosed in the previous table represents the contractual undiscounted cash flows relating to derivative financial liabilities held for risk management purposes and which are usually not closed out prior to contractual maturity. The disclosure shows net cash flow amounts for derivatives that are net cash settled and gross cash inflow and outflow amounts for derivatives that have simultaneous gross cash settlement, e.g. cross currency interest rate swaps. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 65 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 6 Financial instruments (continued) Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. The Group enters into derivatives, and also incurs financial liabilities, in order to manage market risks. All such transactions are carried out within the guidelines set by the Group’s hedging policy. Generally the Group seeks to apply hedge accounting in order to manage volatility in profit or loss. Currency risk The Group is exposed to currency risk on revenue, expenditure, assets and borrowings that are denominated in a currency other than the respective functional currencies of Group entities, primarily the Australian dollar (AUD), but also the United States Dollars (USD) and Canadian Dollars (CAD). The currencies in which these transactions primarily are denominated are AUD, USD, CAD, Euro dollars (EURO), Indonesian Rupiah (IDR) and Chilean Peso (CLP). When possible, the Group hedges all trade receivables and trade payables that are denominated in a currency that is not the functional currency of the respective subsidiary exposed to the transaction, and is an amount greater than $50,000. If available, the Group uses forward exchange contracts to hedge this currency risk. Most of the forward exchange contracts have maturities of less than six months. In respect of other monetary assets and liabilities held in currencies other than the AUD, the Group aims to keep the net exposure to an acceptable level by matching foreign denominated financial assets with matching financial liabilities and vice versa. Interest on borrowings from the debt facility is generally denominated in currencies that match the cash flows generated by the underlying operations of the Group, primarily AUD, USD and CAD. This provides an economic hedge without derivatives being entered into and therefore no application of hedge accounting. The Group’s investments in its subsidiaries and their earnings for the year are not hedged as these currency positions are considered long term in nature. In March 2014 the Group issued US$335,000,000 of notes in the 144A high yield market of which US$110,000,000 and US$100,000,000 were swapped into AUD and CAD respectively through the use of cross currency interest rate swaps. As derivatives have been entered into, hedge accounting has been applied to these instruments. When possible, the Group aims to offset the remainder of the USD foreign exchange exposure through the use of financial assets denominated in the same currency providing an economic hedge without derivatives being entered into. In December 2015, the Group closed out US$138,500,000 face value of cross currency interest rate swaps, which generated a cash inflow of A$48,167,000. These proceeds were used to finance the purchase of US$52,280,000 144A notes for consideration of A$41,971,000 (US$29,799,000) with a resulting gain on repurchase of A$31,663,000. The Group considered the risk of an increased unhedged position against the benefits of managing the Group’s interest rate and liquidity risk. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 66 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 6 Financial instruments (continued) Market risk (continued) Exposure to currency risk The Group’s exposure to foreign currency risk at balance date was as follows, based on notional amounts: Cash Secured notes issued (1) Gross balance sheet exposure Cross currency interest rate swap to hedge the secured notes issued 30 June 2016 30 June 2015 USD $'000 13 (218,902) (218,889) CAD $'000 72 90,551 90,623 USD $'000 802 (287,342) (286,540) CAD $'000 2,893 (17,916) (15,023) 71,500 71,500 - - 210,000 210,000 - - Net exposure (147,389) 90,623 (76,540) (15,023) (1) Net USD exposure of US$282,720,000 (2015: US$335,000,000) in an AUD denominated entity. Balance is net of intercompany loans. The following significant exchange rates applied during the year: CAD USD EURO IDR CLP GBP Average rate Reporting date spot rate 2016 2015 2016 2015 0.9890 0.7316 0.6602 9,911 503.77 0.4918 0.9606 0.8131 0.6878 10,426 485.16 0.5309 0.9632 0.7426 0.6699 9,867 492.52 0.5549 0.9517 0.7680 0.6866 10,228 489.33 0.4885 EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 67 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 6 Financial instruments (continued) Market risk (continued) Sensitivity analysis A weakening of the Australian dollar, as indicated below, against the following currencies at 30 June 2016 would have affected the measurement of foreign currency and increased/(decreased) equity and profit or loss by the amounts shown below. This analysis is based on foreign currency exchange rate variances that the Group considered to be reasonably possible at the end of the reporting period. The analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the same basis for 2015, as indicated below: instruments denominated financial in a 30 June 2016 USD (10 percent movement) CAD (10 percent movement) 30 June 2015 USD (10 percent movement) CAD (10 percent movement) Consolidated Strengthening Equity $'000 Profit or loss $'000 Weakening Equity $'000 Profit or loss $'000 (1,470) - 21,224 7,256 (2,261) (2,272) 14,032 1,732 1,796 - 2,763 2,777 (25,940) (5,937) (17,150) (2,117) Interest rate risk In accordance with the board’s policy the Group is required to maintain an appropriate exposure to changes in interest rates on borrowings on a fixed rate basis, taking into account assets with exposure to changes in interest rates. This is achieved by entering into cross currency interest rate swaps and the issue of fixed interest notes. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 68 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 6 Financial instruments (continued) Market risk (continued) Profile At the end of the reporting date the interest rate profile of the Group’s interest bearing financial instruments as reported to the management of the Group was: Variable rate instruments: Cash at bank Effective interest rate swaps to hedge interest rate risk Australian dollars 144A Canadian dollars 144A Fixed rate instruments: Interest bearing liabilities (notes) Interest bearing finance leases Insurance financing Consolidated 2016 $'000 2015 $'000 24,854 27,800 18,944 - 43,798 (380,716) (9,006) (535) (390,257) 32,062 17,318 77,180 (436,198) (4,915) (569) (441,682) Note 17 24 24 24 Cash flow hedges and fair value hedges The floating-to-fixed interest rate swaps (hedging instrument) are designated as cash flow hedges through equity. Therefore a change in interest rates at the reporting date would not affect profit or loss to the extent they are effective hedges. The interest rate swaps are designated to hedge the exposure to variability in cash flows attributed to market interest rate risk. The fixed-to-floating interest rate swaps (hedging instrument) are accounted for as fair value hedges. Therefore a change in interest rates at the reporting date affects profit or loss. The interest rate swaps are designated to hedge the exposure to liquidity risk through the benchmark interest rate. The cross currency interest rate swaps (hedging instrument) are accounted for as both cash flow hedges and fair value hedges. The cross currency interest rate swaps are designated to hedge the exposure to variability in foreign exchange rates and exposure to liquidity risk through the benchmark interest rate. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 69 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 6 Financial instruments (continued) Market risk (continued) Fair value sensitivity analysis for fixed rate instruments The Group accounts for a portion of its fixed rate financial liabilities at fair value through profit or loss, as the Group designates derivatives (interest rate swaps) as hedging instruments under a fair value hedge accounting model. Therefore a change in interest rates at the reporting date would affect profit or loss and not equity on these instruments. A change of 100 basis points in interest rates at the reporting date would have increased/(decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. Fair value hedges 30 June 2016 Fixed rate instruments (144A notes) Interest rate swap Cash flow sensitivity (net) 30 June 2015 Fixed rate instruments (144A notes) Interest rate swap Cash flow sensitivity (net) Profit or loss Equity 100bp increase $'000 100bp decrease $'000 100bp increase $'000 100bp decrease $'000 23 (23) - (24) 24 - 7,734 (7,734) - (8,170) 8,170 - - - - - - - - - - - - - EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 70 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 6 Financial instruments (continued) Market risk (continued) Detailed below is the profit and loss impact of fair value hedges during the year. Financial instrument Cross currency interest rate swap - Swap - Hedged item (debt) Net profit and loss impact before tax Profit or loss 2016 $'000 2015 $'000 (1,296) - (781) (1,762) (1,296) (2,543) Cash flow sensitivity analysis for variable rate instruments A change of 100 basis points in interest rates at the reporting date would have increased/(decreased) equity and profit or loss by the amounts shown below. The analysis assumes that all other variables, in particular foreign currency rates, remain constant. The analysis is performed on the same basis for 2015. Cash flow hedges 30 June 2016 Variable rate instruments Interest rate swap Cash flow sensitivity (net) 30 June 2015 Variable rate instruments Interest rate swap Cash flow sensitivity (net) Profit or loss 100bp increase $'000 100bp decrease $'000 Equity 100bp increase $'000 100bp decrease $'000 - 5 5 118 - 118 - (6) (6) (118) - (118) - - 69 69 63 63 - (70) (70) - (119) (119) EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 71 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 6 Financial instruments (continued) Market risk (continued) Fair values Interest rates used for determining fair value The range of interest rates used to discount estimated cash flows, when applicable, are based on the Government yield curve at the reporting date plus an adequate credit spread excluding margins, and were as follows: Derivatives Loans and borrowings Leases 144A notes 0.1% 0.1% 4.5% 9.9% 2016 - - - - 2.3% 3.5% 8.1% 9.9% 0.1% 0.1% 7.2% 9.9% 2015 - - - - 2.8% 2.8% 7.2% 9.9% Fair values versus carrying amounts The fair values of financial assets and liabilities, together with the carrying amounts shown in the balance sheet, are as follows: Assets carried at fair value Interest rate swaps used for hedging Assets carried at amortised cost Receivables Cash and cash equivalents Liabilities carried at fair value Interest rate swaps used for hedging Liabilities carried at amortised cost Secured bank loans Secured notes issue Secured notes issue (1) Insurance financing Finance lease liabilities Trade and other payables 30 June 2016 30 June 2015 Carrying amount $'000 Fair value $'000 Note Carrying amount $'000 Fair value $'000 19 18 17 19 24 24 24 24 24 23 18,944 18,944 18,944 18,944 51,043 51,043 51,043 51,043 37,734 24,854 62,588 37,734 24,854 62,588 60,272 27,800 88,072 60,272 27,800 88,072 - - 1,310 - - - (1,663) (1,663) (1,663) (1,663) 1,598 - (278,167) (284,433) (211,390) (217,318) (91,420) (96,283) (208,695) (218,880) (535) (535) (569) (569) (9,006) (9,692) (4,915) (4,972) (38,035) (38,035) (45,363) (45,363) (415,853) (428,978) (469,334) (487,102) (1) Carried at amortised cost with movements in fair value of the underlying hedge item recorded in the profit and loss statement. The basis for determining fair values is disclosed in note 5. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 72 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 6 Financial instruments (continued) Market risk (continued) Fair value hierarchy All the Group’s financial instruments carried at fair value would be categorised at level 2 in the fair value hierarchy as their value is based on inputs other than the quoted prices that are observable for these assets/(liabilities), either directly or indirectly. Capital management Underpinning Emeco’s strategic framework is consistent value creation for shareholders. Central to this is the continual evaluation of the Company’s capital structure to ensure it is optimised to deliver value to shareholders. The board’s policy is to maintain diversified, long term sources of funding to maintain investor, creditor and market confidence and to support the future growth of the business. Historically, the board maintained a balance between higher returns possible with higher levels of borrowings and the security afforded by a sound capital position. However, given current market condition, the board seeks to increase levels of cash held to maintain a strong capital position. The Company’s primary return metric is return on capital (ROC), which the Group defines as earnings before interest and tax (EBIT) divided by invested capital defined as the average over the period of equity, plus interest bearing liabilities, less cash and cash equivalents. 7 Other income Net profit on sale of non current assets (1) Sundry income (2) Consolidated 2016 $'000 2015 $'000 400 1,391 1,791 320 192 512 (1) (2) Included in net profit on the sale of non-current assets is the sale of rental equipment, including those non- current assets classified as held for sale. The gross proceeds from the sale of this equipment in 2016 was $18,049,000 (2015: $14,005,000) which included $2,946,000 of non-cash assets sales. Included in sundry income are fees charged on overdue accounts and bad debts. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 73 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 8 Profit before income tax expense for continuing operations Loss before income tax expense has been arrived at after charging/(crediting) the following items: Cost of sale of machines and parts Impairment of tangible assets: - inventory - property, plant and equipment - reversal of impairment on property, plant and equipment (1) Employee expenses: - superannuation Other expenses: - bad debts - doubtful debts/(reversal) - insurance - motor vehicles - rental expense - safety expenses - travel and subsistence expense - telecommunications - workshop consumables, tooling and labour - restructuring - corporate development expenses - other expenses Depreciation of: - buildings - plant and equipment - owned - plant and equipment - leased - furniture fittings and fixtures - office equipment - motor vehicles - leasehold improvements - sundry plant Amortisation of: - other intangibles Total depreciation and amortisation Note 20 Consolidated 2016 $'000 2015 $'000 8,921 11,780 11,453 175,790 (7,634) 179,609 6,896 23,940 - 30,836 2,513 2,983 4,924 (5,555) 2,635 2,919 3,569 770 3,727 1,182 895 3,421 1,812 5,471 25,770 535 62,796 2,976 89 239 1,128 331 1,100 3,938 (328) 3,157 3,664 4,506 1,296 6,621 1,647 1,562 1,948 - 4,061 32,072 656 92,966 1,657 172 337 1,228 397 1,307 21 69,194 98,720 148 148 84 84 69,342 98,804 (1) The Canadian CGU was impaired in December 2015 due to a decline in the conditions in the Canadian market which resulted in the value in use of assets disposed to a third party being recognised at less than the fair value less costs to dispose of fleet. The impairment recognised on the fleet sold has been reversed to align the written down value of this fleet to its fair value less costs of disposal. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 74 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 8 Profit before income tax expense for continuing operations (continued) Finance costs: - interest expense - witholding tax expense - amortisation of debt establishment costs using effective interest rate - write off facility costs (1) - other facility costs Net financial costs Finance income: - interest income - hedge gains - discount on repurchased debt (2) Net financial income Foreign exchange (gain)/loss: Net realised foreign exchange (gain)/loss Net unrealised foreign exchange (gain)/loss Net foreign exchange (gain)/loss Consolidated 2016 $'000 2015 $'000 47,428 43,877 2,559 3,186 1,251 1,031 2,189 3,914 1,814 466 55,455 52,260 (706) (46,976) (31,663) (79,345) 1,524 40,478 42,002 (238) (2,543) - (2,781) (334) 16,666 16,332 (1) This balance relates to accelerated debt establishment costs expensed in relation to the repurchase of (2) US$52,280,000 144A notes in December 2015. In December 2015, the Group closed out US$138,500,000 face value of cross currency interest rate swaps which generated a cash inflow of A$48,167,000. These proceeds were used to finance the purchase of US$52,280,000 144A notes for consideration of A$41,971,000 (US$29,799,000) with a resulting gain on repurchase of A$31,663,000. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 75 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 9 Auditor’s remuneration Audit services Auditors of the Company Deloitte Touche Tohmatsu Australia: - audit and review of financial reports KPMG Australia: - audit and review of financial reports Overseas Deloitte Firms: - other assurance services Overseas KPMG Firms: - audit and review of financial reports - other assurance services Other services Auditors of the Company Deloitte Touche Tohmatsu Australia: - taxation services (1) KPMG Australia: - taxation services (1) Overseas Deloitte Firms: - taxation services Overseas KPMG Firms: - taxation services (1) Taxation and other services primarily relate to corporate development activities. Consolidated 2016 $ 2015 $ 333,780 - 32,000 482,070 4,903 - - - 149,622 4,804 370,683 636,496 41,215 - 190,740 529,917 10,465 74,792 205,777 448,197 - 604,709 818,880 1,241,205 EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 76 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 10 Taxes a. Recognition in the income statement Current tax expense/(benefit): Current year Adjustments for prior years Deferred tax expenses/(benefit): Reversal of temporary differences Increase in tax rate Tax expense/(benefit) Tax expense/(benefit) from continuing operations Tax expense/(benefit) from discontinued operations Total tax expense/(benefit) b. Current and deferred tax expense recognised directly in equity Share issue costs Cashflow hedges Consolidated 2016 $'000 2015 $'000 Note - (3,915) (3,915) 9,841 - 9,841 5,926 5,926 - 5,926 (62,248) 4 (62,244) 25,727 (2,947) 22,780 (39,464) (39,464) (315) (39,779) 12 14 Consolidated 2016 $'000 512 (15,864) (15,352) 2015 $'000 (395) (1,845) (2,240) EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 77 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 10 Taxes (continued) c. Numerical reconciliation between tax expense and pre-tax net profit/(loss) Prima facie tax expense/(benefit) calculated at 30% on net profit Increase/(decrease) in income tax expense due to: Effect on tax rate in foreign jurisdictions Non-deductible interest Non-deductible foreign taxes DTA from temporary differences and losses not recognised Other non-deductible expenses Under/(over) provided in prior years Tax benefit Consolidated 2016 $'000 2015 $'000 (65,840) (48,780) 6,842 3,658 757 57,965 238 2,306 5,926 (1,573) - - 9,835 737 316 (39,466) 11 Current tax assets and liabilities The current tax asset for the Group of $Nil (2015: $Nil) represents income taxes recoverable in respect of prior periods and that arise from payment of taxes in excess of the amount due to the relevant tax authority. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 78 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 12 Deferred tax assets and liabilities Recognised deferred tax assets and liabilities Deferred tax assets and liabilities are attributable to the following: Consolidated Property, plant and equipment Intangible assets Receivables Accrued revenue Inventories Payables Derivatives - hedge payable Derivatives - hedge receivable Interest bearing loans and borrowings Employee benefits Unearned revenue Equity - capital raising costs Provisions Tax losses carried forward Tax (assets)/liabilities Set off of tax Net tax (assets)/liabilities Movement in deferred tax balances Property, plant and equipment Receivables Inventories Payables Derivatives - hedge payable Derivatives - hedge receivable Interest bearing loans and borrowings Employee benefits Equity - capital raising costs Unearned revenue Provisions Tax losses carried forward Assets Liabilities Net 2016 $'000 (578) - (295) - - (1,546) - - (25,323) (980) - (363) (487) (27,643) (57,215) 72,456 15,241 2015 $'000 (49) - (121) - (578) (1,063) (459) - (21,166) (857) (188) (477) (548) (74,580) (100,085) 75,205 (24,880) 2016 $'000 24,134 - 4,912 575 849 - - 5,382 - - - - - 1,857 37,708 (72,456) (34,748) 2015 $'000 65,665 - 5,092 12 458 - - 14,203 201 - - - - 459 86,088 (75,205) 10,884 2016 $'000 23,556 - 4,617 575 849 (1,546) - 5,382 (25,323) (980) - (363) (487) (25,786) (19,507) - (19,507) 2015 $'000 65,615 - 4,971 12 (120) (1,062) (459) 14,203 (20,965) (857) (188) (477) (548) (74,121) (13,996) - (13,996) Consolidated Balance 1 July 15 $'000 65,615 4,983 (120) (1,062) (459) 14,203 (20,965) (857) (477) (188) (548) (74,121) (13,996) Recognised in profit or loss $'000 (42,060) 209 969 (484) 459 - 2,685 (123) (398) 188 61 48,335 9,841 Recognised directly in equity $'000 - - - - - - - - 512 - - - 512 Recognised in other comprehensive income $'000 Balance 30 June 16 $'000 - - - - - (8,821) (7,043) - - - - - (15,864) 23,555 5,192 849 (1,546) - 5,382 (25,323) (980) (363) - (487) (25,786) (19,507) EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 79 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 12 Deferred tax assets and liabilities (continued) Movement in deferred tax balances Consolidated Balance 1 July 14 $'000 61,790 (2,282) 620 125 (3,083) 7 3,198 (5) (20) - - (49,325) 11,025 Recognised in profit or loss $'000 3,825 7,265 (740) (1,187) 2,624 16,041 (24,163) (852) (62) (188) (548) (24,796) (22,780) Recognised directly in equity $'000 - - - - - - - - (395) - - - (395) Recognised in other comprehensive income $'000 Balance 30 June 15 $'000 - - - - - (1,845) - - - - - - (1,845) 65,615 4,983 (120) (1,062) (459) 14,203 (20,965) (857) (477) (188) (548) (74,121) (13,996) Property, plant and equipment Receivables Inventories Payables Derivatives - hedge payable Derivatives - hedge receivable Interest bearing loans and borrowings Employee benefits Equity - capital raising costs Unearned revenue Provisions Tax losses carried forward Unrecognised deferred tax assets The following deferred tax assets have not been brought to account as assets: Tax losses Consolidated 2016 $'000 2015 $'000 53,211 35,511 Unutilised tax losses are in Australia, Chile, Canada, Indonesia, the United Kingdom, United States and Europe. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 80 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 13 Capital and reserves Share capital 599,675,707 (2015: 599,675,707 ) ordinary shares, fully paid Acquisition reserve Consolidated 2016 $'000 2015 $'000 669,503 (75,887) 593,616 669,503 (75,887) 593,616 Terms and conditions Ordinary shares The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share at shareholders' meetings. Shares have no par value. In the event of winding up of the Company, the ordinary shareholder ranks after all other creditors are fully entitled to any proceeds of liquidation. Reserve of own shares (1) The reserve of own shares comprises of shares purchased on market to satisfy the vesting of shares and rights under the LTIP. Shares that are forfeited under the Company’s MISP due to employees not meeting the service vesting requirement will remain in the reserve. No treasury shares were purchased on market during the year. As at 30 June 2016 the Company held 30,581,304 treasury shares (2015: 30,581,304) in satisfaction of the employee share plans. Foreign Currency Translation Reserve (1) The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations. Hedging reserve (1) The hedging reserve comprises the effective portion of the cumulative net change in fair value of hedging instruments used in cash flow hedges pending subsequent recognition of hedged cash flows. Share based payment reserve (1) The share based payment reserve comprises the expenses incurred from the issue of the Company’s securities under its employee share/option plans (refer note 3(j)(v)). Dividends (1) No dividends were paid or declared during the year (2015: $Nil) or prior to the release of this report. ________________________ (1) Refer to Consolidated Statement of Changes in Equity. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 81 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 13 Capital and reserves (continued) Franking account Dividend franking account 30% franking credits available to shareholders of Emeco Holdings Limited for subsequent financial years 25,518 18,861 The Company 2016 $'000 2015 $'000 The above available amounts are based on the balance of the dividend franking account at year end adjusted for: (a) (b) (c) (d) franking credits that will arise from the payment of current tax liabilities and recovery of current tax receivables; franking debits that will arise from the payment of dividends recognised as a liability at the year end; franking credits that will arise from the receipt of dividends recognised as receivables by the tax consolidated group at the year end; and franking credits that the entity may be prevented from distributing in subsequent years. The ability to utilise the franking credits is dependent upon there being sufficient available profits to declare dividends. The impact on the dividend franking account of dividends proposed after the balance sheet date but not recognised as a liability is to reduce it by $Nil (2015: $Nil). In accordance with the tax consolidation legislation, the Company as the head entity in the Australian tax consolidated group has also assumed the benefit of $25,518,000 (2015: $18,861,000) franking credits. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 82 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 14 Discontinued operations In May 2014 the board resolved to exit the Indonesian business after a strategic review of the operations. The board’s decision to close this business was to address the underperformance in returns being generated combined with the unfavourable conditions in the Indonesian mining industry. Losses of discontinued operations Revenue Direct costs Profit on sale of assets Impairment of tangible assets - Inventories - Property, plant and equipment Other expenses Employee expenses Finance costs Income tax (expense)/benefit Loss for the year 2016 $'000 2015 $'000 - - - - - - - - - - 921 (93) 374 (61) (603) (4,822) (401) (202) 315 (4,572) The loss from discontinued operation of $Nil (2015: loss $4,572,000) is attributable entirely to the owners of the Company. Cash flows from/(used in) discontinued operation Net cash used in operating activities Net cash from investing activities Net cash from financing activities Net cash from/(used in) discontinued operation 2016 $'000 2015 $'000 - - - - (2,801) 10,806 - 8,005 EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 83 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 15 Disposal groups and non-current assets held for sale During the year $43,755,000 of non-current assets were transferred from property, plant and equipment into non- current assets held for sale. Assets previously classified as held for sale were further impaired by $5,801,000 to their fair value less cost to sell based on market prices of similar equipment. As at 30 June 2016, the non-current assets held for sale comprised assets of $30,728,000 (2015: $32,328,000). These relate to plant and equipment from Indonesia (included in note 14), Canada, Chile and Australia. The Group is actively marketing these assets and they are expected to be disposed of within 12 months. Assets classified as held for sale Property, plant and equipment - continuing operations Property, plant and equipment - discontinuing operations Liabilities directly associated with assets classified as held for sale Continuing operations 2016 $'000 2015 $'000 30,728 - 30,728 31,783 545 32,328 (883) (883) - - Net assets classified as held for sale 29,845 32,328 Liabilities directly associated with assets classified as held for sale relate to assets designated as held for sale that have outstanding finance lease repayments remaining. All remaining payments are due within six months. 16 Segment reporting The Group has three (2015: four) reportable segments, as described below, which are the Group’s strategic business units. The strategic business units offer different products and services, and are managed separately because they require different operational strategies for each geographic region. For each of the strategic business units, the managing director and board of directors review internal management reports on a monthly basis. The following summary describes the operations in each of the Group’s reportable segments: Australia Provides a wide range of earthmoving equipment and maintenance services to customers in Australia. Canada Chile Provides a wide range of earthmoving equipment and maintenance services to customers who are predominately within Canada. Provides a wide range of earthmoving equipment and maintenance services to customers in Chile. Indonesia (discontinued) Provides a wide range of earthmoving equipment and maintenance services to customers in Indonesia. This segment was discontinued in May 2014. Information regarding the results of each reportable segment is included below. Performance is measured based on segment profit before interest and income tax as included in the internal management reports that are reviewed by the Group’s managing director and board of directors. Segment profit before interest and income tax is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. Inter-segment pricing is determined on an arm’s length basis. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 84 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 16 Segment reporting (continued) Information about reportable segments 2016 Australia Canada Chile Other Total External revenues Inter segment revenue Depreciation Reportable segment profit/(loss) before interest and income tax Other material non-cash items: Impairment of receivables Impairment on property, plant and equipment Impairment of inventory Reportable segment assets Capital expenditure Reportable segment liabilities $'000 131,746 1,713 (43,875) $'000 36,229 3,632 (7,406) $'000 38,589 - (17,913) $'000 (48,547) (110,566) (63,795) (37) (710) 220 (34,402) (2,032) 252,150 (31,971) (32,322) (88,174) (5,825) 48,097 (1,775) (6,246) (45,225) (3,596) 102,554 (7,415) (5,239) $'000 206,564 5,345 (69,194) (222,908) (527) (168,156) (11,453) 402,838 (41,161) (43,877) - - - - - (355) - 37 - (70) Information about reportable segments 2015 External revenues Inter segment revenue Depreciation Reportable segment profit/(loss) before interest and income tax Other material non-cash items: Impairment of receivables Impairment on property, plant and equipment Impairment of inventory Reportable segment assets Capital expenditure Reportable segment liabilities Canada Chile Other Total Australia $'000 136,950 2,949 (61,674) Indonesia (discont'd) $'000 921 8,456 - $'000 $'000 76,276 873 (24,494) $'000 28,205 - (12,552) (66,019) (4,685) (23,175) (22,826) (486) - (159) 317 (19,377) (3,092) 355,642 (29,389) (30,959) (603) (61) 4,118 - (473) (4,045) (1,768) 164,942 (4,978) (22,064) (518) (2,036) 156,253 (3,457) (9,737) $'000 242,352 12,278 (98,720) (116,705) (328) (24,543) (6,957) 680,955 (37,824) (63,313) - - - - - - - - - (80) EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 85 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 16 Segment reporting (continued) Reconciliation of reportable segment revenues, profit or loss, assets and liabilities and other material items Revenues Total revenue for reportable segments Elimination of inter segment revenue Elimination of discontinued operations Consolidated revenue from continuing operations Profit or loss Total EBIT for reportable segments Elimination of discontinued operations Unallocated amounts: Other corporate expenses Net interest expense Consolidated loss before income tax from continuing operations Assets Total assets for reportable segments Unallocated assets Consolidated total assets Liabilities Total liabilities for reportable segments Unallocated liabilities Consolidated total liabilities 2016 $'000 2015 $'000 211,909 (5,345) - 206,564 254,630 (12,278) (921) 241,431 (222,908) - (116,705) 4,685 58,194 (54,749) (219,463) (1,096) (49,479) (162,595) 402,838 24,854 427,692 680,955 27,800 708,755 43,877 377,818 421,695 63,313 423,971 487,284 Other material items 2016 Capital expenditure Depreciation Other material items 2015 Capital expenditure Depreciation Reportable segment totals $'000 Consolidated Total $'000 (41,161) (69,194) (41,161) (69,194) (37,824) (98,720) (37,824) (98,720) EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 86 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 16 Segment reporting (continued) Major customer In the year ended 30 June 2016 the Group had three major customers that represented $83,742,000 (2015: three customers representing $76,484,000) of the Group’s total revenues, as indicated below: Segment Australia Canada Chile Total 17 Cash assets Cash at bank 18 Trade and other receivables Current Trade receivables Less: Impairment of receivables VAT/GST receivable Other receivables Non-Current Other receivables 2016 $'000 37,321 18,340 28,081 83,742 2015 $'000 18,808 36,298 21,378 76,484 Consolidated 2016 $'000 2015 $'000 24,854 27,800 Consolidated 2016 $'000 2015 $'000 32,803 (1,090) 31,713 2,849 3,172 37,734 6,234 6,234 54,147 (5,874) 48,273 5,845 6,154 60,272 5,375 5,375 The Group’s exposure to credit risks, currency risks and impairment losses associated with trade and other receivables are disclosed in note 6. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 87 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 19 Derivatives Current Assets Cross currency interest rate swaps Non Current Assets Cross currency interest rate swaps Non Current Liabilities Cross currency interest rate swaps 20 Inventories Work in progress - at cost Consumables, spare parts - at cost Total at cost Equipment and parts - at NRV (1) Total inventory Consolidated 2016 $'000 2015 $'000 6,315 6,315 12,629 12,629 - - 12,761 12,761 38,282 38,282 (1,663) (1,663) Consolidated 2016 $'000 2015 $'000 596 1,732 2,328 3,005 5,333 7,090 2,807 9,897 11,034 20,931 (1) During the year ended 30 June 2016 the write down of inventories to net realisable value (NRV) recognised as an expense in the consolidated statement of profit or loss and other comprehensive income amounted to $10,072,000 (2015: $6,957,000). EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 88 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 21 Intangible assets Contract intangibles - at cost Less: Accumulated amortisation Other intangibles - at cost Less: Accumulated depreciation Consolidated 2016 $'000 2015 $'000 712 (712) - 3,636 (1,292) 2,344 712 (712) - 2,785 (1,144) 1,641 Total intangible assets 2,344 1,641 Amortisation and impairment of intangible assets The amortisation charge and impairment of intangible assets are recognised in the following line item in the income statement: Amortisation expense Total expense for the year for continuing operations Consolidated 2016 $'000 2015 $'000 148 148 84 84 EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 89 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 22 Property, plant and equipment Freehold land and buildings - at cost Less: Accumulated depreciation Leasehold improvements - at cost Less: Accumulated depreciation Plant and equipment - at cost Less : Accumulated depreciation Leased plant and equipment - at capitalised cost Less : Accumulated depreciation Furniture, fixtures and fittings - at cost Less : Accumulated depreciation Office equipment - at cost Less : Accumulated depreciation Motor vehicles - at cost Less : Accumulated depreciation Sundry plant - at cost Less : Accumulated depreciation Consolidated 2016 $'000 2015 $'000 6,046 (3,904) 2,142 4,869 (3,935) 934 10,029 (3,416) 6,613 4,966 (3,604) 1,362 622,142 928,761 (357,505) (470,181) 264,637 458,580 23,139 (13,941) 9,198 21,228 (11,476) 9,752 667 (605) 62 2,378 (2,038) 340 7,800 (6,673) 1,127 10,812 (9,070) 1,742 883 (728) 155 2,546 (2,138) 408 8,451 (6,430) 2,021 11,458 (7,998) 3,460 Total property, plant and equipment - at net book value 280,182 482,351 EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 90 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 22 Property, plant and equipment (continued) Reconciliations Reconciliations of the carrying amounts for each class of property, plant and equipment are set out below: Freehold land and buildings Carrying amount at the beginning of the year Additions Depreciation Disposals Impairment Effects of movement in foreign exchange Carrying amount at the end of the year Leasehold improvements Consolidated 2016 $'000 2015 $'000 6,613 199 (535) (85) (3,982) (68) 2,142 6,072 1,685 (656) (803) - 315 6,613 Carrying amount at the beginning of the year 1,362 1,892 Additions Disposals Depreciation Impairment Effects of movement in foreign exchange Carrying amount at the end of the year Plant and equipment Carrying amount at the beginning of the year Additions Net movement in capital work in progress Net movement in rental inventory (1) Disposals Depreciation Impairment loss on continuing and discontinuing operations Movement from/(to) assets held for sale Effects of movements in foreign exchange Carrying amount at the end of the year Furniture, fixtures and fittings Carrying amount at the beginning of the year Additions Disposals Depreciation Impairment Effects of movement in foreign exchange Carrying amount at the end of the year 93 - (331) (188) (2) 934 458,580 41,788 (3,488) (2,306) - (62,796) (150,615) (21,897) 5,371 264,637 155 14 - (89) (17) (1) 62 79 (234) (397) - 22 1,362 546,215 28,992 5,257 (21,007) (6,210) (92,966) (24,543) (12,926) 35,767 458,580 437 6 (136) (172) - 20 155 (1) Tyres rental inventory of $18,049,000 was reclassified as Inventory during the year ended 30 June 2015. Included in this movement are purchases totalling $302,000 for the year ended 30 June 2016 (2015: $748,000). Included in this movement is an impairment charge of $2,503,000 for the year ended 30 June 2016. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 91 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 22 Property, plant and equipment (continued) Reconciliations (continued) Reconciliations of the carrying amounts for each class of property, plant and equipment are set out below: Office equipment Carrying amount at the beginning of the year Additions Disposals Depreciation Impairment Effects of movement in foreign exchange Carrying amount at the end of the year Motor vehicles Carrying amount at the beginning of the year Additions Disposals Depreciation Impairment Effects of movement in foreign exchange Carrying amount at the end of the year Sundry plant Carrying amount at the beginning of the year Additions Disposals Depreciation Impairment Effects of movement in foreign exchange Carrying amount at the end of the year Leased plant and equipment Carrying amount at the beginning of the year Additions Depreciation Movement from/(to) assets held for sale Impairment Carrying amount at the end of the year Consolidated 2016 $'000 2015 $'000 408 552 (48) (239) (333) - 340 2,021 921 (179) (1,128) (504) (4) 1,127 3,460 885 (41) (1,100) (1,458) (4) 1,742 9,752 8,362 (2,976) (2,313) (3,627) 9,198 537 205 (12) (337) - 15 408 3,140 98 (18) (1,228) - 29 2,021 3,826 754 (21) (1,307) - 208 3,460 11,409 - (1,657) - - 9,752 Security The Group’s assets are subject to a fixed and floating charge under the terms of the 144A notes issued. Refer note 24 for further details. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 92 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 22 Property, plant and equipment (continued) Impairment tests for cash generating units The Group conducts impairment testing when impairment indicators, such as market capitalisation being greater than the net assets of the Group, exist. The Group has determined the recoverable amount of its cash generating units (CGU) using a value in use methodology (2015: value in use) which is based on discounted cash flows for five years plus a terminal value. CGU’s are classified as the operating segments of the Group. Determining recoverable amount requires the exercise of significant judgements for both internal and external factors. Judgements for external factors, including but not limited to foreign exchange, equipment hire rates and utilisation, have been made with reference to historical data and observable market data using a combination of consensus views. The recoverable amount estimate is particularly sensitive to hire rates and utilisation rates. Judgements for internal factors, including but not limited to applicable discount rate and operating costs, have been made with reference to historical data and forward looking business plans. Changes in the long term view of both internal and external judgements may impact the estimated recoverable value. Impairment testing is intended to assess the recoverable amount of both tangible and intangible assets. Nominal post tax discount rates have been derived as a weighted cost of equity and debt. Cost of equity is calculated using country specific ten year bond rates plus an appropriate market risk premium. The cost of debt is determined using the appropriate CGU three year swap rate plus a margin for three year tenor debt of equivalently credit rated businesses at 30 June 2016. The three year swap rates were used as the base rate to reflect the relative illiquidity for longer tenure debt in the current market. The nominal post tax discount rates for determining the rental CGUs valuations range between 8.9% and 10.4% (2015: 6.5% and 8.8%). For future cashflows of each CGU, the revenue growth in the first year of the business reflects the best estimate for the coming year taking account of macroeconomic, business model, strategic and market factors. Growth rates for subsequent years are based on Emeco’s five year outlook taking into account all available information at this current time and are subject to change over time. Compound annual growth rates (CAGR) over the five years of the forecast range between 2.2% and 7.2% (2015: 4.1% and 11.2%). Market conditions continued to be challenging during the year with the anticipated recovery being slower than previously expected by the Group which has led to impairments in the Australian and Chilean CGUs. During the year the Group made the decision to restructure the Canadian operations, in response to falling oil prices, leading to the recognition of an impairment loss for the Canadian CGU. The table below outlines the amount recognised in the consolidated statement of profit or loss and other comprehensive income for each CGU during the year ended 30 June 2016. Impairment testing conducted during the year ending 30 June 2016 determined that the three CGU’s were impaired. The table below outlines the amount recognised in the consolidated statement of profit or loss and other comprehensive income for each CGU during the year ended 30 June 2016. CGU Australia rental Canada rental Chile rental Total Impairment recognised A$’000 23,408 97,388 42,434 163,230 Note: the above table sets out the impairment to the CGU including $7,360,000 of stock write downs. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 93 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 22 Property, plant and equipment (continued) Impairment testing sensitivities The CGU valuations are sensitive to changes in the discount rate and underlying fleet utilisation assumptions for cashflow forecasts and terminal value. The following table presents the amount by which the impairment recognised for each CGU changes due to a 1 percent drop in CGU average utilisation over the forecast period and a 1 percent increase in discount rates. CGU Australia rental Canada rental Chile rental 23 Trade and other payables Current Trade payables Trade payables Other payables and accruals Impact on impairment from 1% decline in CGU utilisation A$million Impact on impairment from 1% increase in discount rate A$million 5.0 0.0 1.5 6.2 0.4 0.6 Consolidated 2016 $'000 2015 $'000 13,658 24,377 38,035 15,805 29,558 45,363 The Group’s exposure to currency and liquidity risk associated with trade and other payables is disclosed in note 6. The Company has also entered into a deed of cross guarantee with certain subsidiaries as described in note 37. Under the terms of the deed, the Company has guaranteed the repayment of all current and future creditors in the event any of the entities party to the deed are wound up. Details of the consolidated financial position of the Company and subsidiaries party to the deed are set out in note 37. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 94 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 24 Interest bearing liabilities Current Amortised cost Other financing Lease liabilities - secured Non-current Amortised cost OID (1) Notes issue - secured Notes issue - secured (2) Lease liabilities - secured Debt raising costs (asset backed loan) Debt raising costs (2) Debt raising costs Consolidated 2016 $'000 2015 $'000 535 4,044 4,579 569 4,915 5,484 (2,743) 284,433 96,283 4,962 (1,310) (2,121) (6,265) (4,214) 217,318 218,880 - (1,598) (5,971) (5,928) 373,239 418,487 (1) Originating issue discount – the discount from par value at the time the 144A notes were issued. This is amortised using the effective interest rate method over the life of the notes. (2) Carried at amortised cost with movements in fair value of the underlying hedge item recorded in the profit and loss statement. Bank loans The Group has an A$75,000,000 asset backed loan facility that matures in December 2017 and is available for general corporate purposes. When utilised, the nominal interest rate is equal to the aggregate of the margin of 1.75% per annum and bank bill swap rate (BBSY). The asset backed loan has no maintenance covenants unless the facility is more than 50% utilised, at which stage it requires Emeco to have an interest cover ratio of 1.25 times and gearing of less than 65%. At year end, the Group had drawn $Nil of the available facility but had utilised $11,504,000 in bank guarantees. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 95 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 24 Interest bearing liabilities (continued) 144A notes issue Under the terms of the note agreement, the noteholders hold a joint fixed and floating charge with the asset backed loan bank group over the assets and undertakings of the Group. The Group issued secured fixed interest notes in the 144A high yield bond market comprising US$335,000,000 which matures on 15 March 2019. The nominal interest rate is 9.875%. These notes will remain fully drawn until maturity. Of the notes, US$263,500,000 is measured at amortised cost. The remaining notes are also measured at amortised cost and are subject to adjustment for the impact of fair value movements. In December 2015, a portion of the financial instruments used to hedge the notes were sold to facilitate the repurchase of US$52,280,000 face value of the notes on issue. The notes purchased by the Group have not been cancelled and have been netted off against the total debt of the Group. At 30 June 2016, the notes were drawn to A$451,117,000/US$335,000,000 (June 2015: A$436,198,000/US$335,000,000) of which the Group owns A$70,402,000/US$52,280,000 which has been offset on the consolidated statement of financial position. The Group designated derivatives (cross currency interest rate swaps) as hedge instruments against this underlying debt. USD $’000 Funds Drawn Repurchased Notes Hedged Asset Net Exposure US$335,000 (US$52,280) - US$282,720 FY16 FY15 AUD $’000 $451,117 ($70,402) ($18,944) $361,771 USD $’000 US$335,000 - - US$335,000 AUD $’000 $436,198 - ($49,380) $386,818 Working capital facility The Group entered into a facility agreement comprising a credit card facility with a limit of A$750,000 and bank guarantee where the aggregate face value shall not exceed A$866,013. The facility matures in December 2016 and will be available for general corporate purposes. The facility is secured via a cash cover account. The bank guarantee is subject to a fee of 3% per annum on the face value of the bank guarantee. At 30 June 2016 the facility was utilised at A$866,013 (2015: A$866,013). Finance leases At 30 June 2016, the Group held finance lease facilities totalling A$9,006,000 (2015: A$4,915,000) which have various maturities up to November 2020. Assets leased under the facility are secured by the assets leased. Other financial liabilities At year end the Group financed its insurance premium totalling A$535,000. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 96 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 24 Interest bearing liabilities (continued) Finance lease liabilities Finance lease liabilities of the Group are payable as follows: Future minimum lease payments Interest Present value of Future minimum minimum lease payments lease payments Interest Present value of minimum lease payments Consolidated Less than one year 2016 $'000 2016 $'000 4,361 (317) 2016 $'000 4,044 2015 $'000 2015 $'000 2015 $'000 4,972 (57) 4,915 Between one and five years 5,331 (369) 4,962 More than five years - - - - - - - - - 9,692 (686) 9,006 4,972 (57) 4,915 The Group leases plant and equipment under finance leases. The Group’s lease liabilities are secured by the leased assets of $9,198,000 (2015: $9,752,000). In the event of default, the leased assets revert to the lessor. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 97 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 25 Financing arrangements The Group has the ability to access the following lines of credit: Total facilities available: Bank loans (2) 144A notes (1) Finance leases Insurance financing Working capital Facilities utilised at reporting date: Bank loans (2) 144A notes (1) Finance leases Insurance financing Working capital Facilities not utilised or established at reporting date: Bank loans (2) 144A notes (1) Finance leases Insurance financing Working capital Consolidated 2016 $'000 2015 $'000 75,000 451,118 9,006 535 1,616 75,000 436,198 4,915 569 1,616 537,275 518,298 11,504 451,118 9,006 535 866 9,626 436,198 4,915 569 866 473,029 452,174 63,496 65,374 - - - - - - 750 64,246 750 66,124 (1) The facility of US$335,000,000/A$451,118,000) was fully drawn at 30 June 2016. The Group holds US$52,280,000/A$70,402,000 face value of bonds which have not been cancelled and are available for re- issue. The notes held by the Group have reduced the total outstanding balance attributed to the notes on issue in the consolidated statement of financial position. (2) The facility was undrawn at 30 June 2016 however had issued $11,504,000 of guarantees backed by the facility. The facility has interest cover and gearing ratio springing covenants that are enforced when the facility is more than 50% drawn. The bank loan facilities currently available and the facilities not utilised at reporting date would be A$35,803,000 and A$24,299,000 respectively. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 98 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 26 Provisions Current Employee benefits: - annual leave - long service leave - other Provision for restructuring Non-current Employee benefits - long service leave Provision for restructuring Consolidated 2016 $'000 2015 $'000 2,214 480 - 775 3,469 454 1,036 1,490 2,469 557 3 623 3,652 634 1,117 1,751 Defined contribution superannuation funds The Group makes contributions to defined contribution superannuation funds. The expense recognised for the year was $2,513,000 (2015: $2,983,000). 27 Share based payments During the year the Company issued performance shares and performance rights to key management personnel and senior employees of the Group under its RI (refer note 3(j)(v)). Prior to establishing the LTIP certain key management personnel and senior employees were issued shares in the Company under the Company’s MISP (refer note 3(j)(v)). During the year the Company issued matching shares to certain employees of the Group under its ESOP (refer note 3(j)(v)). Performance shares, performance rights, options and shares issued under the MISP are all equity settled. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 99 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 27 Share based payments (continued) Long term incentive plan Grant date / employees entitled Matured in FY15: Performance shares/rights 2012 Number of instruments Vesting conditions Contractual life of performance shares/rights 4,246,661 3 years service TSR ranking to a basket of 3 years Unvested plans: Performance shares/rights 2013 6,881,251 direct and indirect peers of 123 listed companies. 50% entitlement for a 50.1% ranking within TSR group. Pro rata entitlement up to 100% vesting for a ranking of 75% better to TSR group. No shares/rights vested due to TSR being less than 50%. 3 years service TSR ranking to a basket of direct and indirect peers of 93 listed companies. 50% entitlement for a 50.1% ranking within TSR group. Pro rata entitlement up to 100% vesting for a ranking of 75% better to TSR group 3 years Performance shares/rights 2014 24,491,074 3 years service TSR ranking to a basket of 3 years direct and indirect peers of 99 listed companies. 50% entitlement for a 50.1% ranking within TSR group. Pro rata entitlement up to 100% vesting for a ranking of 75% better to TSR group. Performance shares/rights 2015 19,681,416 3 years service TSR ranking to a basket of 3 years direct and indirect peers of 123 listed companies. 50% entitlement for a 50.1% ranking within TSR group. Pro rata entitlement up to 100% vesting for a ranking of 75% better to TSR group. Retention incentive plan Grant date / employees entitled Number of instruments Vesting conditions Performance shares/rights 2016 38,612,893 3 years service Contractual life of performance shares/rights 3 years EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 100 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 27 Share based payments (continued) The movement of performance shares and performance rights on issue during the year were as follows: Outstanding at 1 July Forfeited during the period Exercised during the period Granted during the period Outstanding at 30 June Exercisable at 30 June Management incentive share plan Grant date / employees entitled MISP 2006 Number of Number of performance performance shares/rights shares/rights 2015 26,483,441 (11,765,125) 2016 34,399,732 (23,722,645) - - 38,612,893 49,289,980 19,681,416 34,399,732 - - Number of instruments Vesting conditions 4,010,000 Service requirement. Partial vesting entitlement after 2 years with full vesting after 5 years. Contractual life of MISP 10 years MISP 2007 1,240,000 Service requirement. Partial vesting 10 years entitlement after 2 years with full vesting after 5 years. MISP 2008 560,000 Service requirement. Partial vesting 10 years entitlement after 2 years with full vesting after 5 years. 5,810,000 The number of MISPs are as follows: Outstanding at 1 July Forfeited during the period Exercised during the period Granted during the period Outstanding at 30 June Exercisable at 30 June Number of MISP 2016 1,060,000 (1,060,000) Number of MISP 2015 1,290,000 (230,000) - - - - - - 1,060,000 1,060,000 EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 101 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 27 Share based payments (continued) Employee share ownership plan Grant date / employees entitled Matured in January 2016 ESOP 2015 The number of ESOPs are as follows: Outstanding at 1 July Forfeited during the period Exercised during the period Granted during the period Outstanding at 30 June Exercisable at 30 June (1) Number of instruments Vesting conditions 88,469 Service requirement. Full vesting entitlement after 1 year after the end of the calendar year in which they are acquired. Contractual life of ESOP 1 year 88,469 Number of ESOP 2016 71,260 (7,859) (13,570) - 49,831 Number of ESOP 2015 93,482 (7,859) (102,859) 88,496 71,260 - - (1) The shares are not considered exercisable until the full vesting period has been satisfied. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 102 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 27 Share based payments (continued) The fair value of services received in return for the performance shares and rights granted during the year are based on the fair value of the RI’s granted, measured using a 20 day value weighted average price (2015: LTIPs granted, measured using the 20 day Value Weighted Average Price Monte Carlo simulation analysis). Expected volatility is estimated by considering the Company’s historical daily and monthly share price movement and an analysis of comparable companies. Market conditions are detailed in note 3(j)(v). The inputs used in the measurement of the fair values at grant date are as follows: Chief executive officer 2016 Chief executive officer 2015 Incentive Plans Key manage- ment personnel 2016 Key manage- ment personnel 2015 Senior employees 2016 Senior employees 2015 ESOP 2016 ESOP 2015 $0.03 $0.03 $Nil $0.12 $0.19 $Nil $0.03 $0.03 $Nil $0.12 $0.19 $Nil $0.03 $0.03 $Nil $0.12 $0.19 $Nil n/a 40% - 65% n/a 40% - 65% n/a 40% - 65% 31 months n/a 3 years 0% 31 months n/a 3 years 0% 31 months n/a 3 years 0% n/a 2.52% n/a 2.52% n/a 2.52% n/a n/a n/a n/a n/a n/a n/a $0.08 - $0.22 $0.08 - $0.22 $Nil n/a 1 year n/a n/a Fair value of performance shares/rights Fair value at grant date Share price Exercise price Expected volatility (weighted average volatility) Maturity (expected weighted average life) Expected dividends Risk-free interest rate (based on government bonds) The fair value assumptions for MISPs have no further expense to be recognised and have not changed since the fair value was determined at grant date in previous years. For the Group’s CEO and key management personnel the following applies: Dividends: • • dividends (or shadow dividends) will not be paid on unvested LTI or RI securities; dividends (or shadow dividends) will accrue on unvested LTI securities and will only be paid at the time of vesting on those LTI securities that vest, provided all vesting conditions are met; and Absolute change in control: • • • the proportion of vesting LTI or RI securities will be pro-rated to reflect the performance achieved; the proportion of vesting LTI or RI securities will be in accordance with the relevant TSR vesting schedule for each grant; and the board retains the discretion to vest a greater amount. Employee expenses in AUD Performance shares/rights ESOP Total expense recoginsed as employee costs (1) Consolidated 2016 2015 1,707,382 1,390,172 12,094 - 1,707,382 1,402,266 (1) Included in share based employee expenses for the year is the write back of prior year share based employee expenses as a result of the shares, rights or options being forfeited during the year because the employee does not meet the required performance hurdles or service requirements. Should an employee be made redundant, the remaining share based payment expense for the vesting period will be accelerated and recognised in the period the employee was made redundant. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 103 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 28 Commitments (a) Operating lease commitments Future non-cancellable operating leases not provided for in the finanical statements and payable: Less than one year Between one and five years More than five years Consolidated 2016 $'000 2015 $'000 12,265 17,018 - 29,283 12,985 19,515 1,117 33,617 The Group leases the majority of their operating premises. The terms of the lease are negotiated in conjunction with the Group’s internal and external advisors and are dependent upon market forces. During the year ended 30 June 2016 an amount of $14,789,000 was recognised as an expense in profit or loss in respect of operating leases (2015: $11,546,000). (b) Capital commitments The Group has not entered into commitments for purchases of fixed assets, primarily rental fleet assets, in the year ended 30 June 2016 (2015: $Nil). 29 Contingent liabilities Guarantees The Group has provided bank guarantees in the amount of $11,504,000 (2015: $10,491,000) in relation to obligations under customer contracts, operating leases and rental premises. Indonesia Since the Group announced it would exit its Indonesian operations, the Indonesian tax office commenced routine VAT and Corporate income tax audits. As a consequence the Indonesian tax office have issued an assessment which the Group have disputed. Under local laws an assessment does not become final until all appeal avenues have been exhausted. The Group continues to manage its on-going tax and legal obligations in Indonesia. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 104 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 30 Notes to the statement of cash flows (i) Reconciliation of cash For the purposes of the statements of cash flow, cash includes cash on hand and at bank and short term deposits at call, net of outstanding bank overdrafts. Cash as at the end of the financial year as shown in the statements of cash flows is reconciled to the related items in the statements of financial position as follows:- Cash assets (ii) Reconciliation of net profit to net cash provided by operating activities Net loss - continuing operations Add/(less) items classified as investing/financing activities: Net profit on sale of non-current assets Add/(less) non-cash items: Amortisation Depreciation Amortisation of borrowing costs using effective interest rate Write off previous deferred borrowing costs (Gain)/loss on fair value hedge Discount on repurchased debt Withholding tax expense Foreign exchange (gain)/loss Impairment losses on property, plant and equipment Bad debts Provision for doubtful debts/(reversal) Other non-cash items and reclassifications Equity settled share based payments (Decrease)/increase in income taxes payable (Decrease)/increase in deferred tax liability Net cashflow from operating activities of discontinued operations Net cash from operating activities before change in assets/(liabilities) adjusted for assets and (liabilities) acquired (Increase)/decrease in trade and other receivables (Increase)/decrease in inventories Increase/(decrease) in payables Increase/(decrease) in provisions Net cash from/(used in) operating activities Consolidated 2016 $'000 24,854 2015 $'000 27,800 Note 17 Note Consolidated 2016 $'000 (225,389) 2015 $'000 (123,131) 7 21 8 8 8 8 8 8 8 8 (400) (320) 148 69,194 4,217 1,251 1,191 (31,663) 2,559 42,002 168,156 4,924 (5,555) 6,740 1,707 - (5,510) - 84 98,720 3,914 1,814 (2,543) - 5,428 17,000 23,940 3,938 (328) 1,277 1,402 - (25,022) (2,801) 33,572 3,372 26,463 17,498 (6,445) (444) 70,644 12,596 (12,770) (7,732) 1,640 (2,894) EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 105 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 31 Controlled entities (a) Particulars in relation to controlled entities Country of incorporation Ownership interest 2016 % 2015 % Parent entity Emeco Holdings Limited Controlled entities Pacific Custodians Pty Ltd as trustee for Emeco Employee Share Ownership Plan Trust Emeco Pty Limited Emeco International Pty Limited EHL Corporate Pty Ltd Emeco Parts Pty Ltd EHL Malvern Pty Ltd Emeco (UK) Limited Emeco Equipment (USA) LLC PT Prima Traktor IndoNusa (PTI) Emeco International Europe BV Emeco Europe BV Emeco BV Emeco Canada Ltd Emeco Holdings South America SpA Enduro SpA Australia Australia Australia Australia Australia Australia United Kingdom United States Indonesia Netherlands Netherlands Netherlands Canada Chile Chile 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 (b) Acquisition of entities in the current year There was no acquisition of entities this financial year. (c) Acquisition of entities in the prior year There was no acquisition of entities in the prior year. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 106 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 32 Key management personnel disclosure The following were key management personnel of the Group at any time during the reporting period and unless otherwise indicated were key management personnel for the entire period. Non-executive directors Peter Richards Alec Brennan John Cahill Erica Smyth Executive directors Ian Testrow Gregory Hawkins Kenneth Lewsey Other executives Thao Pham Christopher Hayman Kalien Selby Chair (appointed as Chair on 1 January 2016) (Ceased role as Chair on 1 January 2016 and ceased role as non-executive director on 22 April 2016) Managing Director & Chief Executive Officer (commenced role on 20 August 2015), previously Chief Operating Officer Executive Director, Finance (commenced role on 20 August 2015 and ceased role on 19 August 2016), previously Chief Financial Officer Managing Director & Chief Executive Officer (ceased role on 20 August 2015) Position Chief Legal, Risk & Business Transformation Officer and Company Secretary (commenced role on 29 April 2016), previously General Counsel and Company Secretary President North America (ceased role on 6 November 2015) Executive General Manager Strategy & Business Improvement (ceased role on 28 August 2015) EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 107 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 32 Key management personnel disclosure (continued) Key management personnel compensation The key management personnel compensation is as follows: In AUD Short term employee benefits Other long term benefits Post-employment benefits Termination benefits Equity compensation benefits Consolidated 2016 2,451,149 2015 3,960,980 - 178,974 866,555 1,062,032 4,558,710 - 284,407 - 700,500 4,945,887 Remuneration of key management personnel by the Group The compensation disclosed above represents an allocation of the key management personnel’s compensation from the Group in relation to their services rendered to the Company. Individual directors and executives compensation disclosures Information regarding individual directors and executives compensation and some equity instruments disclosures as required by Corporations Regulations 2M.3.03 and 2M.6.04 are provided in the remuneration report section of the directors’ report on pages 25 to 37. Apart from the details disclosed in this note, no director has entered into a material contract with the Company or the Group since the end of the previous financial year and there were no material contracts involving directors’ interests existing at year end. Equity Instruments Shares and rights over equity instruments granted as compensation under management incentive share plan The Company has an ongoing management incentive share plan in which shares have been granted to certain directors and employees of the Company. The shares vest over a five year period and are accounted for as an option in accordance with AASB 2 Share Based Payments. The Company has provided a ten year interest free loan to facilitate the purchase of the shares under the management incentive share plan. Shares and rights over equity instruments granted as compensation under long term incentive plan The Company has an ongoing long term incentive plan in which shares have been granted to certain employees of the Company. The shares vest after three years depending upon the Company’s total shareholder return ranking against a peer group of 99 Companies. The shares have been accounted for as an option in accordance with AASB 2 Share Based Payments. Shares and rights over equity instruments granted as compensation under retention incentive plan The Company has an ongoing retention incentive plan in which shares have been granted to certain employees of the Company. The shares vest after three years. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 108 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 32 Key management personnel disclosure (continued) The movement during the reporting year in the number of shares issued under the long term incentive plan, retention incentive plan and matching employee share ownership plan in the Company held, directly, indirectly or beneficially, by each key management person, including their related parties, is as follows. These plans have been combined for the purposes of this note as they represent direct interests over the shares. Directors or executives with no holdings are not included in the following tables. The disclosure table has included all vested shares to the key management personnel’s equity holdings. 2016 Shares Directors & executives Ian Testrow Gregory Hawkins (1) Thao Pham (1) Kenneth Lewsey (2) Stuart Jenner (3) Kalien Selby (3) Held at 1 July 2015 Granted as compensation Vested during the year Forfeited/ lapsed Held at 30 June 2016 1,550,000 1,600,000 13,021,703 6,260,434 - - - 14,571,703 - 915,489 3,330,756 - (58,928) 8,803,571 - - (8,803,571) - - - - 260,000 - - (260,000) 7,860,434 4,187,317 n/a n/a n/a Directors R L C Adair - 800,000 - 800,000 - - 1 Ju ly 2005 compens at ion Exercis ed 2006 the year 2006 Held at Ves ted exercis ab le Ves ted and 2015 Shares Directors & executives Kenneth Lewsey (2) Kellie Benda (2) Stephen Gobby (4) David Greig (5) Gregory Hawkins (1) Stuart Jenner (3) Michael Kirkpatrick (4) Kalien Selby (3) Grant Stubbs (6) Ian Testrow Thao Pham (1) Held at 1 July 2014 Granted as compensation Vested during the year Forfeited/ lapsed Held at 30 June 2015 4,553,571 4,250,000 - - 8,803,571 749,143 - - (749,143) 2,997,645 - - (2,997,645) n/a - - - n/a n/a n/a n/a 1,600,000 - - 1,600,000 n/a - - (317,227) 1,579,152 - - (1,579,152) n/a n/a - - - 1,196,351 - 1,550,000 n/a 640,000 - (1,196,351) - - (17,105) - - n/a 260,000 n/a 1,550,000 915,489 Dividends paid under the management incentive share plan are paid against the employee’s outstanding loan and is reflected in issued capital. (1) Mr Hawkins and Ms Pham became key management personnel on 1 July 2014. (2) Ms Benda and Mr Lewsey became key management personnel on 24 February 2014 and 4 November 2013 respectively. Ms Benda and Mr Lewsey ceased to be a key management personnel on 19 December 2014 and 20 October 2015 respectively. (3) Mr Jenner and Ms Selby became key management personnel on 1 July 2014 and 18 February 2015 respectively. Mr Jenner and Ms Selby ceased to be a key management on 1 July 2015 and 28 August 2015 respectively. (4) Mr Gobby and Mr Kirkpatrick ceased to be a key management personnel on 1 July 2014. (5) Mr Greig become a key management personnel on 1 October 2014 and ceased to be a key management personnel on 22 June 2015. (6) Mr Stubbs became a key management personnel on 1 May 2013. The shares held at 30 June 2014 were granted as compensation prior to Mr Stubbs becoming a key management personnel. Mr Stubbs ceased to be a key management personnel on 1 October 2014. n/a Not applicable as not in a position of key management at relevant reporting date. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 109 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 32 Key management personnel disclosure (continued) The movement during the reporting year in the number of performance rights issued under the long term incentive plan in the Company held, directly, indirectly or beneficially, by each key management person, including their related parties, is as follows. Directors or executives with no holdings are not included in the following tables. 2016 Rights Directors & executives Ian Testrow Christopher Hayman (1) 2015 Rights Directors & executives Ian Testrow Stephen Gobby (2) David Greig (3) Christopher Hayman (1) Michael Kirkpatrick (2) Held at 1 July 2015 Granted as compensation Vested during the Year Forfeited/ lapsed Held at 30 June 2016 2,084,522 1,831,007 - - - (451,371) - (1,831,007) 1,633,151 n/a Held at 1 July 2014 Granted as compensation Vested during the Year Forfeited/ lapsed 2,273,522 - - - - - (189,000) - n/a 794,012 - - Held at 30 June 2015 2,084,522 n/a n/a 986,967 844,040 - - 1,831,007 - - - - n/a (1) Mr Hayman became a key management personnel on 8 July 2013 and ceased to be a key management personnel on 6 November 2015. (2) Mr Gobby and Mr Kirkpatrick ceased to be key management personnel on 1 July 2014. (3) Mr Greig became a key management personnel on 1 October 2014 and ceased to be a key management personnel on 22 June 2015. n/a Not applicable as not in a position of key management personnel at relevant reporting date. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 110 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 32 Key management personnel disclosure (continued) Equity holdings and transactions The shares in the Company held, directly, indirectly or beneficially, by each key management person, including their personally related entities at year end, are as follows. The transactions disclosed occurred whilst they were deemed to be a key management person. The disclosure table has been adjusted to include the transfer of vested shares from the employee share plans to the equity holdings of the members of key management personnel. The prior year comparatives have been restated to reflect this change. 2016 Directors Alec Brennan Ian Testrow Gregory Hawkins John Cahill Peter Richards Erica Smyth Kenneth Lewsey (1) Other executives Christopher Hayman (1) Stuart Jenner (1) Kalien Selby (1) Thao Pham Held at 1 July 2015 Ordinary Shares Transferred from Share Plan Purchases Sales Held at 30 June 2016 Ordinary Shares 1,581,700 750,817 - - - - n/a - - 750,817 522,238 - - - 522,238 120,000 - - - 120,000 40,000 - - - 40,000 71,049 - - - 71,049 1,028,690 - - - n/a 9,332 - - - 35,103 - - - 35,103 - - - n/a n/a n/a 38,014 - - - 38,014 (1) Mr Jenner, Mr Lewsey, Ms Selby and Mr Hayman ceased to be key management personnel on 1 July 2015, 20 August 2015, 28 August 2015 and 6 November 2015 respectively. n/a Not applicable as not in a position of key management personnel at relevant reporting date. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 111 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 32 Key management personnel disclosure (continued) Held at 1 July 2014 Ordinary Shares Transferred from Share Plan Purchases Sales Held at 30 June 2015 Ordinary Shares 1,581,700 - - - 1,581,700 315,000 120,000 40,000 71,049 - 713,690 - 1,028,690 - - - 120,000 - - - 40,000 - - - 71,049 - - - - n/a - - - n/a n/a 127,000 9,332 - - 35,103 - 395,238 - 522,238 - - - 9,332 - 35,103 n/a - 18,412 - 35,103 42,339 - - - n/a 715,714 - 35,103 - 750,817 - 2,911 35,103 - 38,014 2015 Directors Alec Brennan (1) Kenneth Lewsey (2) John Cahill Peter Richards Erica Smyth Other executives Kellie Benda (3) David Greig (4) Gregory Hawkins (5) Christopher Hayman Stuart Jenner (6) Kalien Selby (6) Grant Stubbs (7) Ian Testrow (1) Thao Pham (5) (1) Mr Brennan’s and Mr Testrow’s holdings are exclusive of 500,000 and 300,000 shares respectively held as part of the Management Incentive Share Plan. Subsequent to 30 June 2015, both Mr Brennan and Mr Testrow have elected to return these shares to the Company in accordance with the terms of the MISP. (2) Mr Lewsey was awarded 313,690 shares under the terms of Emeco’s short term incentive scheme in FY14 (and approved at the Company’s 2014 AGM) which are held in escrow for a period of two years until the announcement of Emeco’s annual results in 2016. (3) Ms Benda ceased to be key management personnel on 19 December 2014. (4) Mr Greig became a key management personnel on 24 November 2014 and ceased to be a key management personnel on 22 June 2015. (5) Mr Hawkins and Ms Pham became key management personnel on 1 July 2014. (6) Mr Jenner and Ms Selby became key management personnel on 1 July 2014 and 18 February 2015 respectively. (7) Mr Stubbs ceased to be a key management personnel on 1 October 2014. n/a Not applicable as not in a position of key management personnel at relevant reporting date. Loans Other than the loan issued under the management incentive share plan no specified director or executive has entered into any loan arrangements with the Group. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 112 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 32 Key management personnel disclosure (continued) Other key management personnel transactions A number of key management persons, or their related parties, hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities. The terms and conditions or the transactions with management persons and their related parties were no more favourable than those available, or which might be reasonably expected to be available, on similar transaction to non-director related entities on an arm’s length basis. The aggregate value of transactions recognised during the year related to key management personnel and their related parties were as follows: Transaction value year ended 30 June Balance outstanding as at 30 June 2016 $'000 2015 $'000 2016 $'000 2015 $'000 Transaction Rental of heavy earthmoving equipment 21 21 31 31 - - 1 1 Transaction Purchase of heavy earthmoving equipment parts 251 251 157 157 12 12 29 29 Revenue Key management person and their related parties Mr P Richards -Sedgman Limited Total Expense Key management person and their related parties Mr P Richards -Bradken Limited Total EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 113 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 33 Other related party transactions Subsidiaries Loans are made between wholly owned subsidiaries of the Group for capital purchases. Loans outstanding between the different wholly owned entities of the Company have no fixed date of repayment. Loans made between subsidiaries within a common taxable jurisdiction are interest free. Cross border subsidiary loans are charged at an arm’s length rate. Ultimate parent entity Emeco Holdings Limited is the ultimate parent entity of the Group. 34 Subsequent events On 19 August 2016, Mr Gregory Hawkins ceased employment with the Company. 35 Earnings per share Basic earnings per share The calculation of basic earnings per share at 30 June 2016 was based on the loss attributable to ordinary shareholders of $225,389,000 (2015: $127,703,000) and a weighted average number of ordinary shares outstanding less any treasury shares For the year ended 30 June 2016 of 557,569,229 (2015: 557,569,229). Profit attributed to ordinary shareholders Consolidated 2016 2015 Continuing Discontinued operations operations $'000 (225,389) $'000 - Total $'000 (225,389) Continuing Discontinued operations operations $'000 (123,131) $'000 (4,572) Total $'000 (127,703) Profit/(loss) for the year EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 114 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 35 Earnings per share (continued) Weighted average number of ordinary shares Issued ordinary shares at 1 July Effect of purchased treasury shares Weighted average number of ordinary shares at 30 June Consolidated 2016 '000 631,238 (73,669) 557,569 2015 '000 631,238 (73,669) 557,569 Diluted earnings per share The calculation of diluted earnings per share at 30 June 2016 was based on the loss attributable to ordinary shareholders of $225,389,000 (2015: $127,703,000) and a weighted average number of ordinary shares outstanding less any treasury shares during the financial year ended 30 June 2016 of 557,569,229 (2015: 558,629,229). Profit attributed to ordinary shareholders (diluted) Consolidated 2016 2015 Continuing Discontinued operations operations $'000 $'000 Total $'000 Continuing Discontinued operations operations $'000 $'000 Total $'000 Profit/(loss) attributed to ordinary shareholders (basic) (225,389) - (225,389) (123,131) (4,572) (127,703) Weighted average number of ordinary shares (diluted) Weighted average number of ordinary shares at 30 June Effect of the vesting of contingently issuable shares Effect of purchased treasury shares Weighted average number of ordinary shares (diluted) at 30 June Consolidated 2016 '000 631,238 - (73,669) 557,569 2015 '000 631,238 1,060 (73,669) 558,629 Comparative information The average market value of the Company’s shares for the purpose of calculating the dilutive effect of ordinary share was based on quoted market prices for the period during which the shares were outstanding. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 115 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 36 Parent entity disclosure As at and throughout the financial year ending 30 June 2016 the parent entity (the ‘Company’) of the Group was Emeco Holdings Limited. Result of the parent entity Profit/(loss) for the period Other comprehensive income Total comprehensive income for the period Financial position of parent entity at year end Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Total equity of the parent entity comprising of: Share capital Share based payment reserve Reserve for own shares Retained earnings Total equity Company 2016 $'000 2015 $'000 (76,560) - (76,560) 20 243,168 243,188 - - - (613) - (613) 20 398,232 398,252 - (38,685) (38,685) 593,616 17,055 (20,634) (346,849) 243,188 593,616 16,649 (21,003) (270,289) 318,973 Parent entity guarantees in respect of debts of its subsidiaries The parent entity has entered into a deed of cross guarantee with the effect that the Company guarantees debts in respect of its subsidiaries. Further details of the deed of cross guarantee and the subsidiaries subject to the deed, are disclosed in note 37. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 116 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 37 Deed of cross guarantee Pursuant to ASIC Class Order 98/1418 (as amended) dated 13 August 1998, Emeco International Pty Ltd is relieved from the Corporations Act 2001 requirements for preparation, audit and lodgement of financial reports, and directors’ reports. It is a condition of the class order that the Company and each of the subsidiaries enter into a deed of cross guarantee. The effect of the deed is that the Company guarantees to each creditor payment in full of any debt in the event of winding up of any of the subsidiaries under certain provisions of the Corporations Act 2001. If a winding up occurs under other provisions of the Act, the Company will only be liable in the event that after six months any creditor has not been paid in full. The subsidiaries have also given similar guarantees in the event that the Company is wound up. The subsidiaries subject to the deed are: (cid:1) (cid:1) Emeco Pty Ltd Emeco International Pty Limited A consolidated statement of comprehensive income and consolidated statement of financial position, comprising the Company and controlled entities which are a party to the deed, after eliminating all transactions between parties to the deed of cross guarantee, for the year ended 30 June 2016 is set out as follows: Statement of profit or loss and other comprehensive income and retained earnings Revenue Cost of sales Gross profit Operating expense Other income Finance income Finance costs Impairment of assets Impairment of investment Profit before tax Tax expense Net profit after tax Other comprehensive income Total comprehensive income for the period Retained earnings at beginning of year Retained earnings at end of year Attributable to: Equity holders of the Company Profit/(loss) for the period Consolidated 2016 $'000 2015 $'000 131,746 (82,768) 48,978 (63,387) 667 79,037 (54,683) (36,435) (210,196) (236,020) (20,126) (256,146) 8,418 8,418 136,966 (98,825) 38,141 (102,780) 2,590 18,774 (51,048) (22,553) - (116,876) 34,932 (81,944) 25,846 25,846 (313,389) (569,535) (257,290) (313,389) (569,535) (256,146) (313,389) (81,944) EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 117 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Notes to the Consolidated Financial Statements For the year ended 30 June 2016 37 Deed of cross guarantee (continued) Statement of financial position Current assets Cash assets Trade and other receivables Derivatives Inventories Assets held for sale Total current assets Non-current assets Trade and other receivables Derivatives Intangible assets Investments Property, plant and equipment Deferred tax assets Total non-current assets Total assets Current liabilities Trade and other payables Derivatives Interest bearing liabilities Provisions Total current liabilities Non-current liabilities Derivatives Interest bearing liabilities Deferred tax liabilities Provisions Total non-current liabilities Total liabilities Net assets Equity Issued capital Share based payment reserve Reserves Retained earnings/(losses) Consolidated 2016 $'000 2015 $'000 8,886 32,193 6,315 2,429 8,692 58,515 173,949 12,629 2,344 78,391 182,034 14,370 463,717 12,891 29,433 12,761 6,560 22,771 84,416 195,737 38,282 1,641 288,333 222,245 53,011 799,249 522,232 883,665 32,341 - 2,079 3,882 38,302 - 373,655 21,875 - 395,530 29,227 1,294 4,915 3,119 38,555 1,663 480,572 27,527 1,762 511,524 433,832 550,079 88,400 333,586 593,616 16,744 47,575 (569,535) 593,616 15,247 38,112 (313,389) Total equity attributable to equity holders of the parent 88,400 333,586 EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 118 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Directors’ Declaration 1. In the opinion of the directors of Emeco Holdings Limited (the ‘Company’): (a) the consolidated financial statements and notes as set out on pages 39 to 118, and remuneration report in the directors’ report, set out on 25 to 37 are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Group’s financial position as at 30 June 2016 and of its performance for the financial year ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. There are reasonable grounds to believe that the Company and the group entities identified in note 37 will be able to meet any obligation or liabilities to which they are or may become subject to by virtue of the deed of cross guarantee between the Company and those group entities pursuant to ASIC Class Order 98/1418. The directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the chief executive officer and chief financial officer for the financial year ended 30 June 2016. The directors draw attention to note 2(a) to the consolidated financial statements, which includes a statement of compliance with international financial reporting standards. 2. 3. 4. Dated at Perth, 30th day of August 2016 Signed in accordance with a resolution of the directors: Ian Testrow Managing Director EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 119 Deloitte Touche Tohmatsu A.B.N. 74 490 121 060 Deloitte Touche Tohmatsu Tower 2, Brookfield Place, 123 St Georges Tce, Perth WA 6000, Australia Tel: +61 (0) 8 9365 7000 Fax: +61 (0) 8 9365 7001 www.deloitte.com.au Independent Auditor’s Report to the members of Emeco Holdings Limited Report on the Financial Report We have audited the accompanying financial report of Emeco Holdings Limited, which comprises the statement of financial position as at 30 June 2016, the consolidated statement of profit or loss and other comprehensive income, the statement of cash flows and the statement of changes in equity for the year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity, comprising the company and the entities it controlled at the year’s end or from time to time during the financial year as set out on pages 39 to 119. Directors’ Responsibility for the Financial Report The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 2, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the consolidated financial statements comply with International Financial Reporting Standards. Auditor’s Responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control, relevant to the company’s preparation of the financial report that gives a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Touche Tohmatsu Limited We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Auditor’s Independence Declaration In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of Emeco Holdings Limited, would be in the same terms if given to the directors as at the time of this auditor’s report. Opinion In our opinion: (a) the financial report of Emeco Holdings Limited is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2016 and of its performance for the year ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and (b) the financial statements also comply with International Financial Reporting Standards as disclosed in Note 2. Report on the Remuneration Report We have audited the Remuneration Report included in pages 25 to 37 of the directors’ report for the year ended 30 June 2016. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Opinion In our opinion the Remuneration Report of Emeco Holdings Limited for the year ended 30 June 2016, complies with section 300A of the Corporations Act 2001. DELOITTE TOUCHE TOHMATSU Leanne Karamfiles Partner Chartered Accountants Perth 30 August 2016 121 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Shareholder Information Financial calendar The annual general meeting of Emeco Holdings Limited will be held at Emeco’s head office, Level 3, 71 Walters Drive, Osborne Park WA on Thursday, 24 November 2016 commencing at 12.00 noon (Perth time). Event Annual general meeting Half year Half year profit announcement Year end *Timing of events is subject to change and board discretion. Date* 24 November 2016 31 December 2016 February 2017 30 June 2017 Shareholder statistics Substantial shareholders Details regarding substantial holders of the Company’s ordinary shares as at 3 August 2016, as disclosed in the substantial holding notices, are as follows: Name Shares % Issued capital First Samuel Limited Black Crane Asia Opportunities Fund 118,757,137 89,655,150 19.80 14.95 Distribution of shareholders As at 3 August 2016, there were 5,101 holders of the Company’s ordinary shares. The distribution as at 3 August 2016 was as follows: Range 100,001 and Over 10,001 to 100,000 5,001 to 10,000 1,001 to 5,000 1 to 1,000 Total Investors 373 1,532 922 1,466 808 5,101 Securities 537,124,989 50,655,457 7,223,112 4,288,175 383,974 599,675,707 % Issued Capital 89.57 8.45 1.20 0.72 0.06 100.00 The number of security investors holding less than a marketable parcel of 13,158 securities ($0.038 on 3 August 2016) is 3,431 and they hold 14,622,333 securities. EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 122 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Shareholder information 20 largest shareholders The names of the 20 largest holders of the Company’s ordinary shares as at 3 August 2016 are: Rank 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 16 16 17 18 19 20 Name Total Units % Issued Capital J P MORGAN NOMINEES AUSTRALIA LIMITED CITICORP NOMINEES PTY LIMITED PACIFIC CUSTODIANS PTY LIMITED HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED NATIONAL NOMINEES LIMITED MMS1 PTY LTD MR HONG KEONG CHIU & MS YOK KEE KHOO ABN AMRO CLEARING SYDNEY NOMINEES PTY LTD ELPHINSTONE HOLDINGS PTY LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED-GSCO ECA D & C JEFFERY SUPER PTY LTD G HARVEY NOMINEES PTY LIMITED TREVOR THOMAS SAUVARIN MRS SHIVA MITTAL PACIFIC CUSTODIANS PTY LIMITED JP ROSE SUPER PTY LTD MR GEORGE WALTER MOORATOFF FLST PTY LTD NEGOLE PTY LIMITED ARANEM PTY LTD COPABELLA P/L MR JASON JOHN TALEB 146,289,405 132,747,043 31,327,614 20,613,819 16,516,672 13,500,000 7,751,114 7,085,843 6,860,000 6,555,406 3,886,991 3,661,800 3,000,000 2,672,575 2,376,953 2,000,000 2,000,000 2,000,000 1,890,687 1,850,000 1,623,391 1,600,000 24.40 22.14 5.22 3.44 2.75 2.25 1.29 1.18 1.14 1.09 0.65 0.61 0.50 0.45 0.40 0.33 0.33 0.33 0.32 0.31 0.27 0.27 Voting rights of ordinary shares Voting rights of shareholders are governed by the Company’s constitution. The constitution provides that on a show of hands every member present in person or by proxy has one vote and on a poll every member present in person or by proxy has one vote for each fully paid ordinary share held by the member. Closing share price ($) EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 123 EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES Company Directory DIRECTORS Peter Richards Ian Testrow John Cahill Erica Smyth SECRETARY Thao Pham REGISTERED OFFICE Level 3, 71 Walters Drive Osborne Park WA 6017 Phone: +61 8 9420 0222 +61 8 9420 0205 Fax: SHARE REGISTRY Link Market Services Limited Central Park Level 4, 152 St Georges Terrace Perth WA 6000 Phone: 1800 689 300 www.linkmarketservices.com.au AUDITORS Deloitte Touche Tohmatsu Brookfield Place, Tower 2 123 St Georges Terrace Perth WA 6000 SECURITIES EXCHANGE LISTING Emeco Holdings Ltd ordinary shares are listed on the Australian Securities Exchange Ltd. ASX code: EHL EMECO HOLDINGS LIMITED ANNUAL REPORT 2016 124 

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