Emeco Holdings Limited and its Controlled Entities
ABN 89 112 188 815
Annual Financial Report
30 June 2016
EMECO HOLDINGS LIMITED ANNUAL REPORT 2016
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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
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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
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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
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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
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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
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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
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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
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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: $98.7 million) driven by a decrease in rental revenue
combined with the impairment of the Canadian fleet in December 2015 and the designation of non-core fleet to be
disposed as non-current assets held for sale (NCAHFS).
EMECO HOLDINGS LIMITED ANNUAL REPORT 2016
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MATCHING THE RENTAL FLEET TO MARKET DEMAND
Table 4: Asset impairments (statutory results)
A$ 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 $3.0
million of in-demand fleet entering the Australian operations in the fourth quarter. This fleet transfer supports
equipment needs in Australia, particularly on the east coast where utilisation in New South Wales and Queensland is
currently over 90%.
We continually review our rental fleet, matching fleet mix to regional demand. Idle units identified as having low rental
demand and end of life machines are transferred to NCAHFS and are actively marketed through Emeco’s global network
of brokers. Conversely assets held as NCAHFS that match a rental opportunity will be reclassified to the rental fleet
and placed to rent on an opportunistic basis.
EMECO HOLDINGS LIMITED ANNUAL REPORT 2016
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INCREASED EARNINGS IMPACTING FREE CASH FLOW
Table 5: Cash flow summary
A$ 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)
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EMECO HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
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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
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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
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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
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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
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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
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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
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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