Green Minerals
Annual Report 2018

Plain-text annual report

AN NUAL REPORT 2018 OUR VALUES INTEGRITY“Our moral compass points true north and is the beacon for the little eyes that watch and interpret our actions.”DEDICATION“We go home tired but satisfied everyday knowing that we put our hearts and souls into making our families and children proud to be our partners.”INNOVATION“There are endless possibilities when working in our sector. Children see the world in a simpler way than adults and sometimes it’s the simple path that leads to the greatest innovation.”COMPASSION“Our smallest acts of kindness often put the largest smile on a face.”PASSION“We have an infectious, positive attitude and are excited every day to be a part of our unique calling.”CONTENTS SECTION ONE Our People Our Centres Our Portfolio Sustainability Strategic Partnerships Strategic Focus At a Glance Chairman’s Report CEO Report Key Operational Information Directors’ Report Remuneration Report SECTION TWO Financial Report Shareholder Information Corporate Directory 2 4 6 8 10 11 12 16 18 20 22 28 48 117 119 G8 EDUCATION LIMITED ANNUAL REPORT 2018 1 OUR PEOPLE CENTRE MANAGER CONFERENCE The 2018 Centre Manager Conference enabled our people to collaborate, connect and celebrate the important role they play in the lives of thousands of Australian families. More than 600 delegates joined together for the two-day event in Brisbane themed Opportunity. G8 Education’s highest-performing centres and individuals were recognised, and keynote speakers delivered entertaining and insightful presentations which highlighted the opportunity we have to build and operate a network of amazing early education centres that deliver our purpose of creating spaces that shape generations both now and next. 2 G8 EDUCATION LIMITED ANNUAL REPORT 2018 SUPPORTING AND CELEBRATING THE IMPORTANT ROLE WE PLAY Our people are our most valued asset and 2018 saw significant investment in employee remuneration, professional development and learning programs, including wage increases in our centres above and beyond. During 2018 G8 Education made some significant improvements in the way we support our people to ensure an even better experience for the children and families in our care. Recognition was a recurring theme throughout the business, with a number of initiatives implemented to identify and celebrate the incredible impact our people have on the lives of the children and families who attend our centres. Early Childhood Educators’ Day in September provided a platform for G8 Education and its families to say thank you on a national scale, with the celebrations showcasing the positive performance of all of the Standout Educators to both internal and external audiences. TEAM SAFETY Throughout the second half of 2018 we invested heavily in our safety management system framework. This included a review of our Health and Safety Policy and procedures and development of programs including our new “Toy Box Talks” that seeks to engage both team members and our children. Our framework aligns to the ISO AS/NZS 45001 standard for occupational health and safety and has integrated our child safety quality standards. EDUCATORS DAY Early Childhood Educators Day was an opportunity for G8 Education to show its appreciation for all of the incredible work that our Educators do each day. G8 Education announced the following six ‘Standout Educators’ on Early Childhood Educators Day – who were selected out of 55 finalists – from over 3,200 parent and peer nominations that were received across the G8 network. NSW/ ACT Nicole Gaby Creative Garden Early Learning Centre Heathcote Stephanie James Casa Bambini Coburg VIC NSW VIC QLD Mel Hendry Vicky Packer Amanda Constable WA/SA Hayley Miller Bluebird Early Education Centre Empire Bay First Grammar Gumnut Drive Creative Garden Early Learning Centre Sinnamon Park Great Beginnings Child Care – Butler Those Standout Educators were nominated by families and team members for being someone who has had a significant impact on the children and families they care for. We are proud to recognise these incredible team members. G8 EDUCATION LIMITED ANNUAL REPORT 2018 3 16NEW CENTRES ACQUIRED IN 2018 OUR CENTRES NEW CENTRES NETWORK GROWTH 4 G8 EDUCATION LIMITED ANNUAL REPORT 2018 16NEW CENTRES ACQUIRED IN 2018 OUR CENTRES REFURBISHED CENTRES 137CENTRES REFURBISHED IN 2018 QUALITY IMPROVEMENT G8 EDUCATION LIMITED ANNUAL REPORT 2018 5 OUR PORTFOLIO Casa Bambini Early Education Centre 6 SINGAPORE 17CENTRES G8 EDUCATION LIMITED ANNUAL REPORT 2018WESTERN AUSTRALIA 68CENTRES QUEENSLAND 73CENTRES TOTAL519CENTRES SOUTH AUSTRALIA 29CENTRES VICTORIA 134CENTRES NSW 188CENTRES 10CENTRES ACT 7 G8 EDUCATION LIMITED ANNUAL REPORT 2018SUSTAINABILITY AND COMMUNITIES Our vision G8 Education Limited recognises the important role it plays in the lives of the children in our care, the families we support and the community in which we operate. We aim to contribute to a robust, equitable and sustainable future for all stakeholders. G8 Education’s Sustainability Strategy reinforces our commitment to foster a sustainable society in our education programs, community engagement and corporate practices with a view to restoring, replenishing and reviving the environmental and human resources for children now and into the future. Our Practices G8 Education engages in a broad range of sustainable practices both within its Centres and at the Support Office: • Recycling • Gardening • Biodiversity • Energy conservation • Water conservation • Sustainable equipment purchases • Environmentally friendly initiatives • Sustainability education Supporting the Community G8 Education’s teams are a collective force of almost 10,000 people who have worked hard during 2018 to support our communities by: • Raising money for the Drought Relief Appeal • Collecting band-aids for Evie’s Band-aid Bonanza • Cleaning up Australia • Gathering pyjamas for Pyjama day • Nappy collections • Fun runs • Blood donations • Raising money for local charities 8 G8 EDUCATION LIMITED ANNUAL REPORT 2018SUSTAINABILITY AND COMMUNITIES 2025 Goals and Ambitions Our Communities As an education and care community, G8 Education has the opportunity to encourage and increase awareness of environmental responsibilities and implement practices that contribute to a sustainable future. Children are supported to become environmentally responsible and to show respect for the environment and the resources we use and to make a positive impact in preserving the world. Our people G8 Education realises that our most important asset are our valued team members. By investing in developing and retaining the best people, we will not only meet, but exceed the expectations of our families and children in our care. G8 Education will: • Develop a highly engaged, diverse and trusted workforce • Increase engagement score to 90% by 2022 • Provide health and wellbeing support to our team • Become an employer of choice in Early Childhood Education by 2021 G8 Education will continue to support the communities in which we operate by: • Finding opportunities to add services into our network so parents can spend more time with their families • Developing and implementing a National Reconciliation Action Plan to close the gap between Aboriginal and Torres Strait islander people and other Australians • Finding opportunities to give back to the community through paid volunteer leave and community reinvestment charities Our planet G8 Education is committed to reducing our carbon footprint and is working towards a vision of being net positive in our energy consumption by 2025. To achieve this, we will: • • Invest in solar and green energy for our existing centres Integrate sustainable building design principles for all new builds To reduce the environmental impact of our operations, G8 Education will: • Ensure 80% of our waste is diverted from landfill and recycled by 2025 • • Identify opportunities to continue to reduce waste creation across our network Identify opportunities to recycle our waste into clean energy G8 Education has partnered with Cleanaway to grow and evolve our sustainability commitment. Everything Cleanaway does has sustainability at its core. From educating children on the importance of sorting waste, to working with all their customers and communities on finding innovative ways to increase the effectiveness of their waste management and make a sustainable future possible. 9 G8 EDUCATION LIMITED ANNUAL REPORT 2018EXECUTIVE LEADERSHIP TEAM The Executive Leadership Team is responsible for developing and managing the Group’s strategy as well as ensuring that day-to-day operations are conducted to meet key customer, team, safety and financial targets and expectations. The team is made up of senior executives from a range of industries, providing a diversity of thought and experiences to drive innovation throughout the Group. STRATEGIC PARTNERSHIPS To support our delivery of superior early childhood education and care, G8 Education has partnered with a number of leading organisations from the sector. These include: • Bravehearts to deliver tailored child protection training • Semann & Slattery and Dr Kaylene Henderson to provide improved training and staff development programs such as our Educational Excellence Program and online learning tool Raising Good Kids • Swinburne Online (part of Swinburne University) to provide students with valuable sector experience that compliments their studies • Jennifer Ribarovski, renowned early childhood education advocate, to provide a series of workshops focused on further bringing the National Quality Framework to life in our Centres 10 G8 EDUCATION LIMITED ANNUAL REPORT 2018 STRATEGIC FOCUS ASX LISTING • Acquisition strategy • 47 centres DEC 2007 THE JOURNEY QUALITY • Refresh and refurb program • Embed work routines • Training program COMPANY FOUNDED FEB 2007 INTEGRATION • Xplor P2 • Rostering INNOVATION • Roll out curriculum and customer offer • Best practice framework and hub Inherited • c.480 centres • Singular focus on growth • Decentralised decision making, processes, systems, training and rostering • Committed Greenfield (GF) pipeline • Build of unified G8 Culture Next 12-18 months • Scaleable, efficient platfrom – rosters, work routine, call centre • Industry leading, curriculum • Differentiated innovative offer and experience • Embedded performance culture 2019 2020+ BUILT SCALE • 500 centres • 24 “brands” 2007- 2016 May 2017 DEBT + EQUITY RAISING • To fund GF pipeline and restructure balance sheet NEW LEADERSHIP TEAM 2017 Achieved • Refocused strategy to harvest scale benefits based on quality and innovation • Centralised decision making • Integrated systems on time for CCS • Standardised training, reporting and processes INTEGRATION • CRM • Xplor Core/CCMS • Leadership development QUALITY • Refresh program • Training program Medium term • Early Learning champion and innovator • Quality leader • Employer of choice • Industry leading occupancy • Best ‘value’ provider in sector 81% GROUP OCCUPANCY INNOVATION • Staff benefits • Pilots • Customer research MIN 15% GROUP ROCE 25% ROI GF PORTFOLIO G8 EDUCATION LIMITED ANNUAL REPORT 2018 11 AT A GLANCE 2018 UNDERLYING EPS 17.54 CENTS PER SHARE 12 NUMBER OF 519CENTRES OWNED UNDERLYING NPAT $79.4MILLION G8 EDUCATION LIMITED ANNUAL REPORT 2018UNDERLYING EBIT 136.3MILLION TOTAL NUMBER OF 9,981EMPLOYEES UNDERLYING NPAT $79.4MILLION TOTAL REVENUE $858.2MILLION LICENCE CAPACITY OF OWNED CENTRES 41,547 PLACES 13 G8 EDUCATION LIMITED ANNUAL REPORT 20182012 2013 2014 2015 $179.9m $275.2m $491.3m $706.2m REVENUE $30.0m REVENUE $50.5m REVENUE REVENUE $101.4m $146.4m UNDERLYING EBIT UNDERLYING EBIT UNDERLYING EBIT UNDERLYING EBIT $19.7m $32.2m $60.6m $87.1m UNDERLYING NPAT UNDERLYING NPAT UNDERLYING NPAT UNDERLYING NPAT 9.2 cents 11.72 cents 18.57 cents 23.87 cents UNDERLYING EPS UNDERLYING EPS UNDERLYING EPS UNDERLYING EPS 14 G8 EDUCATION LIMITED ANNUAL REPORT 2018 2016 2017 2018 $778.5m $796.8m $858.2M REVENUE REVENUE REVENUE $160.6m $156.0m $136.3M UNDERLYING EBIT UNDERLYING EBIT UNDERLYING EBIT $93.3m $92.9m $79.4M UNDERLYING NPAT UNDERLYING NPAT UNDERLYING NPAT 24.68 cents 21.8 cents 17.54 cents UNDERLYING EPS UNDERLYING EPS UNDERLING EPS G8 EDUCATION LIMITED ANNUAL REPORT 2018 15 CHAIRMAN’S REPORT Dear Shareholders, On behalf of the Board, I am pleased to present the G8 Education Limited 2018 Annual Report. During 2018, despite significant challenges in the market and regulatory environment, the Group made significant progress in building solid foundations across its people, asset and capital bases to ensure sustained growth well into the future. As flagged in last year’s Annual Report, 2018 was a period of significant change in the sector. The heightened level of construction activity that was present in 2017 continued into 2018, putting pressure on industry occupancy levels. In July 2018, a fundamental overhaul of the child care subsidy framework was implemented, with the intention of driving workforce participation and hence demand in the sector. What has not changed is the tremendous opportunity for the sector to make a profound impact on Australia’s future, with extensive research and publications such as the Lifting Our Game Report clearly articulating the social, emotional and cognitive benefits of quality early education. 2018 represented the second year of a strategic and cultural transformation for G8 Education, with the strategy being focused on harvesting the benefits of the scale advantage that had been built in the period from 2010 to 2016. In broad terms, we believe that the Group has a fantastic opportunity to use its scale to build a differentiated experience for both its families and its team, with the end result that our centres become the centre of choice in all of the markets in which we operate. A central component of building the centre of choice is the quality of the centre, from both an asset and team capability perspective. In this respect, I am pleased to report that over 170 refurbishment and asset improvement activities were undertaken in 2018 – a record result. From a team capability viewpoint, the Group developed and rolled out new training programs in relation to the national quality standards, with further programs currently under development for roll-out in 2019. These activities improved the quality of centres, with G8’s portfolio centre quality exceeding national standards for the first time. This encouraging performance provides a solid foundation for continued growth in quality (and occupancy) in future years as the strategy continues to be implemented. The financial performance of the Group in 2018 reflected the impact of the changing market environment and the impact of the Group’s strategy. While the overall result was disappointing, with EBIT reducing by 13% to $136.3 million, this was primarily driven by the first half where the combination of supply increases impacting occupancy and the negative impact of implementing regulatory changes to wages resulted in H1 EBIT being $13 million behind last year. In the second half, a more favourable subsidy framework and improvements flowing from strategy implementation resulted in EBIT from the organic centre group being broadly in line with the prior corresponding period and $7 million lower after investment in the support office to facilitate G8 Education’s strategic plan. This second half performance provides momentum and confidence leading into 2019. Cash flow generation continued to be strong, with $105.9 million in operating cash flows being generated and $48.1 million being paid in dividends to shareholders. Further improvements to the Group’s capital base were made in 2018, with the successful execution of a $500 million syndicated bank debt facility during the year. The facility will be used to refinance the Group’s $200 million bank debt facility and $270 million Singapore bond facility, providing increased capital with improved tenor and pricing and ensuring the Group has all the capital that is required to deliver its current strategy. 16 G8 EDUCATION LIMITED ANNUAL REPORT 2018Looking forward to 2019, while we expect the demand/ supply environment to continue to be challenging as recently built centres mature, the new development pipeline is forecast to gradually slow down. When combined with forecast increase in demand from the new subsidy, this is expected to result in more favourable market conditions in 2019. With the encouraging progress in relation to implementation of our strategy, we feel strongly that we are positioned well to take advantage of any opportunities that may arise whilst maintaining our high levels of service provision to Australia’s communities. On behalf of the Board, I would like to take this opportunity to thank all of our shareholders, employees and customers for their ongoing support in 2019. Yours sincerely, Mark Johnson Chairman 17 G8 EDUCATION LIMITED ANNUAL REPORT 2018MANAGING DIRECTOR’S REPORT Dear Shareholders, 2018 was a year in which G8 Education endured challenging market conditions to deliver good earnings momentum during the year, while making solid progress on transforming the Group to enable sustainable growth in future years. G8 Education is the leading for-profit early education provider in Australia, with over 50,000 children attending our services in any given week and almost 10,000 employees educating and caring for those children. This scale is broadly three times greater than our nearest for-profit competitors. We believe that we have a real opportunity to use our scale advantage to provide a differentiated offer to our families, centred on the quality of education and care, breadth of offer and through the provision of a highly engaging experience for our families. We also believe that our scale affords us the opportunity to provide a market-leading employment offer, with our engaged and capable team members reinforcing the quality and experience for our families. 2018 represented a foundation-building year in terms of building a differentiated experience for our families. During the year we undertook extensive research to truly understand the drivers and pain points of our families at every stage of their journey, culminating in a customer journey map that will guide changes in operating processes in future years to ensure we provide engaging experiences for families. A pilot of a centralised customer engagement centre was undertaken during 2018 with pleasing results in terms of converting inbound enquiries to additional bookings. A full-scale roll-out is currently underway, with completion due in early April 2019. Finally, the Group trialed a number of product innovation pilots during the year, covering allied health, literacy programs and sensory learning environments. The performance of these pilots will be assessed during the first half of 2019 with a view to rolling out the successful pilots from the second half of 2019. Our strategic focus from a team member perspective is to provide a compelling employment offer, covering career pathways and training, as well as market-leading remuneration, reward and recognition programs. As part of a values-based, purpose-driven culture, these programs will enable us to recruit and retain highly capable and engaged team members. During 2018, the Group enhanced its cultural foundation via the implementation of a behavioural competency framework. Significant work was undertaken in relation to remuneration in the year, with the roll-out of a new total pay and benefits framework and a revamped incentive framework for centre-based teams. A partnership to provide discounted offers to team members covering hundreds of retailers and service providers was implemented during the year, with encouraging numbers of team members accessing the opportunity to stretch their dollar further. Finally, a new operational training program for teams was rolled out, focusing on up-skilling the teams in terms of new national quality standards. From an operational perspective, in 2018 we acquired a total of 16 early education centres and divested 8 centres in Australia. This brought our total number of centres as at 31 December 2018 to 502 in Australia and 17 in Singapore. These centres provide a total combined licensed capacity of 41,547 places. It is pleasing to report that our portfolio of greenfield centres that have been opened during the year is performing in line with expectations. The significant increases in supply over the last two years had a materially negative impact on the market in 2018, particularly in the first half. The resulting impact on occupancy and negative impact of implementing regulatory changes in relation to wages weighed down the profit of the Group, with Earnings Before Interest and Tax (“EBIT”) reducing by $20 million to $136.3 million in 2018. The primary impact was felt in H1, with the H2 result being broadly in line with the prior corresponding period. It was pleasing to see occupancy growth in 2018 outstrip the prior year, with occupancy levels in December 2018 being ahead of last year. This provides good momentum leading into 2019. The Group’s ability to convert Earnings Before Interest, Tax, Depreciation and Amortisation (“EBITDA”) into cash remained strong with 107% cash conversion in 2018, generating operating cash flows of $105.9 million. 18 G8 EDUCATION LIMITED ANNUAL REPORT 2018OUTLOOK FOR 2019 The Group’s occupancy growth in the latter part of 2018, when combined with a slowdown in supply growth over the same period, are positive signs that the operating environment will be more favourable in 2019. While the maturing of centres that were opened during 2017 and 2018 are forecast to put pressure on market occupancy levels in 2019, the new child care subsidy regime that was introduced in July 2018 is expected to offset this increased supply, although the extent and timing is still unclear. The Group is preparing to respond to any ongoing challenges in the market environment by driving occupancy focus throughout the network, assisted by initiatives such as the centralised customer engagement centre and enhancements to our child care management system during the first half of the year. In addition, the appointment of the Group’s Head of Early Education and Learning (Julie Madgwick) in January 2019 will precede a full review of our current learning curriculum, with enhancements to our curriculum likely to be undertaken during the second half of the year. We are particularly excited by the opportunity to enhance the learning experiences for both our families as well as our teams as part of this program. The other focus in the second half of 2019 will be the implementation of a new rostering system to drive improved rostering processes and wage controls. We continue to believe there are significant organic and acquisition growth opportunities for the Group. Our growth strategy contains the following key elements: • Driving occupancy in existing centres through development of a differentiated offer focused on quality and education, value, as well as customer experience. To facilitate this, the Group will continue to invest in improving asset and curriculum quality, while also developing new revenue streams for existing and new centres that deliver enhanced value to our families and better utilise our existing assets; • Being the employer of choice by engaging and such as enhanced professional and leadership training and innovative remuneration, benefits and recognition frameworks; and • Continuing to grow our network of child care centres through acquisition and greenfield developments. This strategy, supported by a passionate and capable team, will leave us well placed to deliver sustainable value to children, families and our shareholders in the years ahead. developing our team through a series of initiatives Yours sincerely, Gary Carroll CEO and Managing Director 19 G8 EDUCATION LIMITED ANNUAL REPORT 2018KEY OPERATIONAL INFORMATION 20 G8 EDUCATION LIMITED ANNUAL REPORT 2018Number of owned centres at year end Licence capacity of owned centres at year end Total Number of employees at year end Total number of full time equivalent employees at year end Consolidated Group 519 41,547 9,981 7,698 UNDERLYING NET PROFIT AFTER TAX RECONCILIATION (UNAUDITED, NON IFRS) Consolidated Year end 31 December Revenue# Expenses Net Financing Cost Net Profit Before Tax Net Profit After Tax Add/(Less) non-operating transactions: Contingent consideration not paid* Acquisition related expenses Share based payment expense* Write off of borrowing costs*^ (Gain)/loss on disposal of assets/centres Foreign currency translation loss*^ Underlying Net Profit After Tax Underlying EPS (cents per share)^^ Earnings Before Interest and Tax Add/(Less) non-operating transactions: Contingent consideration not paid* Acquisition expenses Share based payment expense (Gain)/loss on disposal of assets/centres 2018 $’000 2017 Variance $’000 8% 13% (14%) (12%) (11%) (14%) (20%) 857,758 795,759 (725,574) (644,881) (28,558) (33,097) 103,626 71,831 (2,199) 5,451 - 3,078 825 431 79,417 17.54 117,781 80,581 (243) 3,965 (108) 5,201 1,542 1,936 92,874 21.80 132,184 150,878 (2,199) 5,451 - 825 (243) 3,965 (108) 1,542 Underlying Earnings Before Interest and Tax^^^ 136,261 156,034 (13%) # Adjustment for interest income of $0.4m excluded from revenue and included in financing costs (2017 $1.0m) * Non-Cash adjustments. ^Tax adjusted ^^ Underlying EPS equals Underlying NPAT divided by weighted average number of shares ^^^Underlying EBIT equals NPAT plus income tax expense plus net finance costs plus non-operating transactions 21 G8 EDUCATION LIMITED ANNUAL REPORT 2018DIRECTOR’S REPORT THE DIRECTORS PRESENT THEIR ALL OF THE FOLLOWING REPORT ON THE CONSOLIDATED PERSONS WERE ENTITY (REFERRED TO DIRECTORS OF G8 HEREAFTER AS THE GROUP) EDUCATION LIMITED CONSISTING OF G8 EDUCATION DURING THE FINANCIAL LIMITED AND THE ENTITIES IT YEAR AND UP TO THE CONTROLLED AT THE END OF, DATE OF THIS REPORT OR DURING, THE YEAR ENDED 31 UNLESS OTHERWISE DECEMBER 2018. STATED Mark Johnson B. Comm, FCA, CPA, FAICD Gary Carroll B.Comm (Hons), B.Law (Hons), CPA CHAIRMAN, INDEPENDENT NON-EXECUTIVE DIRECTOR MANAGING DIRECTOR/CHIEF EXECUTIVE OFFICER SINCE 1 JANUARY 2016 SINCE 1 JANUARY 2017 Gary Carroll was appointed as Managing Director and CEO on 1 January 2017, having previously served as Chief Financial Officer for the Group from 25 July 2016. Prior to joining G8 Education, Gary had over 15 years’ experience in senior leadership roles across multiple industries, including being Chief Financial Officer and Chief Supply Chain Officer at Super Retail Group Limited. Gary holds Bachelor of Commerce (Hons) and Bachelor of Law (Honours) degrees from the University of Queensland and is a Fellow of CPA Australia. Special responsibilities: Nil Other current listed public Company Directorships: Nil Former listed public Company Directorships in the last three years: Nil Mark Johnson is an experienced chairman and company director. He is currently a Director of Coca-Cola Amatil Limited, The Hospitals Contribution Fund of Australia Limited (HCF) and a number of owner managed businesses and charities. He was previously a Director of Westfield Corporation and HSBC Bank Australia. Prior to embarking on his Board career, Mark was the Chief Executive Officer and Senior Partner of PricewaterhouseCoopers (PwC), one of Australia’s leading professional services firms, from July 2008 to June 2012. His former roles include Chairman of the PwC Foundation, member of the Auditing and Assurance Board and Deputy Chair of the Finance and Reporting Committee at the Australian Institute of Company Directors. Mark is a Fellow of the Institute of Chartered Accountants and the Australian Institute of Company Directors, and holds a Bachelor of Commerce from the University of NSW. Special responsibilities: Member of the Audit and Risk Management Committee, Nomination Committee and People and Culture Committee Other current listed public Company Directorships: Coca-Cola Amatil Limited (appointed 6 December 2016) Former listed public Company Directorships in the last three years: Westfield Corporation Limited (resigned 8 June 2018) 22 G8 EDUCATION LIMITED ANNUAL REPORT 2018Susan Forrester, AM BA, LLB (Hons) EMBA, FAICD Brian Bailison B.Com., B.Acc (Cum Laude), ACA INDEPENDENT NON-EXECUTIVE DIRECTOR INDEPENDENT NON-EXECUTIVE DIRECTOR SINCE 1 NOVEMBER 2011 SINCE 25 MARCH 2010 Susan Forrester, AM, is a highly respected and accomplished professional Company Director with a powerful blend of management, board and consulting experience across ASX listed, public and private companies. She draws on 25 years of executive management expertise in large professional services firms, covering law, finance, HR, business and governance. Brian Bailison has over 25 years’ experience in finance, corporate finance and operations from senior roles in listed and unlisted businesses in South Africa and Australia, including Rand-Merchant Bank Limited (investment banking), the Ivany Investment Group (diversified investment group) and PAYCE Consolidated Limited (diversified property development group). Special responsibilities: Chair Audit and Risk Management Committee and Member of the Nomination Committee Other current listed public Company Directorships: Nil Former listed public Company Directorships in the last three years: Nil Susan has a proven leadership track record as a CEO and senior executive in the national professional services and finance industries. Her in-depth expertise in financial services and prudential supervision draws on her experience as a banking and finance lawyer, corporate counsel with the predecessor to the Australian Prudential Regulation Authority and as Executive Director with Queensland Treasury Corporation. Susan has gained a wealth of experience at the board table in complex corporate transactions, including private and public company mergers and acquisitions, industry aggregations and overseeing successful capital raisings. On Australia Day 2019, she was awarded a Member (AM) in the General Division of the Order of Australia for significant service to business through governance and strategic roles and as an advocate for women. Special responsibilities: Chair of the People and Culture Committee and Member of the Nomination Committee Other current listed public Company Directorships: Over the Wire Holdings Ltd (appointed 1 November 2015), Xenith IP Group Ltd (appointed 1 October 2015) and Chair – National Veterinary Care Ltd (appointed 1 February 2015) Former listed public Company Directorships in the last three years: Nil 23 G8 EDUCATION LIMITED ANNUAL REPORT 2018David Foster B.App.Sci, MBA, GAICD, SFFin Margaret Zabel FAICD, MBA, BMath INDEPENDENT NON-EXECUTIVE DIRECTOR INDEPENDENT NON-EXECUTIVE DIRECTOR SINCE 1 FEBRUARY 2016 SINCE 1 SEPTEMBER 2017 David Foster enjoyed a successful career in financial services spanning over 25 years. His last executive role was as Chief Executive Officer of Suncorp Bank, Australia’s 5th largest bank. Since leaving Suncorp, Mr Foster has further developed his career as an experienced Non-Executive Director with a portfolio of Board roles across a diverse range of industries including financial services, retailing, local government, education and professional services. He currently serves as Chairman of MotorCycle Holdings Limited and Thorn Group Limited and as Director of Genworth Mortgage Insurance Australia Limited. Special responsibilities: Member of Audit and Risk Management Committee and Chair of Nomination Committee Other current listed public Company Directorships: MotorCycle Holdings Limited (appointed 8 March 2015), Thorn Group Limited (appointed 1 December 2014) and Genworth Mortgage Insurance Australia Limited (appointed 30 May 2016) Former listed public Company Directorships in the last three years: Kina Securities Limited (retired 23 May 2018) Margaret Zabel was appointed as Non-Executive Director on 1 September 2017. Margaret is a specialist in customer centred business transformation, brand strategy, innovation, digital communications, customer experience and change leadership. She has 20 years senior executive experience working across major companies and brands in FMCG, food, technology and communications industries including multinationals, ASX 100 and not-for-profits. Her previous roles include National Marketing Director Lion Nathan, VP Marketing for McDonald’s Australia and CEO and Board Director of The Communications Council. Margaret has also served as a non-executive board director for the mental health charity R U OK? for 5 years, and is currently on the Board of Fairtrade AUNZ. Special responsibilities: Member of the Nomination Committee (full year) and Audit and Risk Management Committee (from 22 November 2018) Other current listed public Company Directorships: Nil Former listed public Company Directorships in the last three years: Nil 24 G8 EDUCATION LIMITED ANNUAL REPORT 2018Julie Cogin FAICD, PhD, M.Ed., BBus INDEPENDENT NON-EXECUTIVE DIRECTOR SINCE 1 SEPTEMBER 2017 Julie Cogin was appointed as Non-Executive Director on 1 September 2017. Julie is the Dean & Head of UQ Business School, University of Queensland. Prior to this position, Julie held numerous senior leadership roles at the University of New South Wales. Julie is a recognised thought leader in high performing workplaces, leadership and corporate culture, having authored several books and published in the world’s top academic journals. As an educator she has received national and international teaching awards and spoken extensively about disruption in education. Julie has over 25 years’ experience leading education & consulting engagements for many leading companies throughout Australia, Asia and in the USA. In 2016 Julie was named a one of Australia’s 100 women of influence for her work to address the gender leadership imbalance. Special responsibilities: Member of the Nomination Committee and People and Culture Committee Other current listed public Company Directorships: Nil Former listed public Company Directorships in the last three years: Nil Chief Executive Officer Gary Carroll was appointed as Managing Director and Chief Executive Officer on 1 January 2017. He is responsible for managing the external and internal operations of the Group and providing consistent high level advice to the Board on operations, policy and planning. Gary has over 15 years’ experience in senior leadership roles covering a number of industries. Company Secretary Tracey Wood was appointed as Company Secretary and General Counsel on 28 May 2018. She is responsible for the Legal, Risk Management, Insurance and Company Secretarial functions for the Group. The prior General Counsel, Sarah Zeljko, was Company Secretary from the commencement of the financial year until 24 April 2018 and Sharyn Williams (CFO) was Company Secretary for the period 24 April 2018 to 28 May 2018. Principal activities The principal continuing activities of the Group during the year were: • Operation of early education centres owned by the Group; and • Ownership of early education centre franchises. There has been no significant change to the Group’s activities during the financial year ended 31 December 2018. Review of operations Information on the operations and financial position of the Group and its business strategies and prospects are set out in the Chairman’s and Managing Director’s Reports. 25 G8 EDUCATION LIMITED ANNUAL REPORT 2018Significant changes in the state of affairs Significant changes in the state of affairs of the Group during the year were as follows: • Acquired additional child care centres in Australia • Trade volume restrictions applicable to shares held by CIPI ceased to apply from close of trade on 4 June 2018 • Change of Share Registry to Link Market Services effective 3 September 2018 • AUD$450 million senior secured syndicated bank facility executed on 23 October 2018 • AUD$100 million junior secured syndicated bank facility executed on 11 December 2018 Matters subsequent to the end of the financial year The following material matters have taken place subsequent to year end: • 52,333 performance rights were issued on 30 January 2019 pursuant to the G8 Executive Incentive Plan. • 23,550 performance rights were cancelled on 22 February 2019 pursuant to the G8 Executive Incentive Plan. • The Board declared a 8.0c fully franked dividend at the Board meeting which will be the final dividend for the year. • Post 31 December 2018, the Group completed the acquisition of 3 centres for $4.7m and opened 6 centres that were acquired late in 2018. The initial accounting in respect of the acquisitions has not yet been completed as completion accounts have yet to be finalised. Likely developments and expected results of operations The Group will continue to pursue its objectives of increasing the profitability and the market share of its child care business during the next financial year. This will be achieved through organic and acquisition led growth. Rounding Amounts The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ reports) Instrument 2016/191, relating to the “rounding off” of amounts in the financial reports. Amounts in the financial statements have been rounded off in accordance with that Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. DIVIDENDS Dividends declared or paid during the financial year were as follows: No quarterly dividend for 2018. (2017: Dividend for the quarter ended 31 March 2017 of 6.0 cents per share paid on 7 April 2017) Dividend for the full financial year ended 31 December 2017 of 10.0 cents per share paid on 23 March 2018. (2017: Dividend for the quarter ended 30 June 2017 of 6.0 cents per share paid on 7 July 2017) 2018 $’000 2017 $’000 - 24,117 44,853 26,599 No quarterly dividend for 2018. (2017: Dividend for the quarter ended 30 September 2017 of 6.0 cents per share paid on 6 October 2017) - 26,741 Dividend for the half year ended 30 June 2018 of 4.5 cents per share paid on 5 October 2018. (2017: No quarterly dividend declared for the period ended 31 December 2017) TOTAL 26 20,406 - 65,259 77,457 G8 EDUCATION LIMITED ANNUAL REPORT 2018MEETING OF DIRECTORS The number of meetings of the Company’s Board of Directors and of each Board Committee held during the year ended 31 December 2018, and the number of meetings attended by each Director were: Full meetings of Directors Audit and Risk Management Committee Nomination Committee People and Culture Committee A 12 12 12 12 12 12 12 B 12 12 12 12 12 12 12 A 4 4 - 4 1 - - B 4 4 - 4 1 - - A 4 4 4 4 4 4 - B 4 4 4 4 4 4 - A 4 - 4 - - 4 - B 4 - 4 - - 4 - M Johnson B Bailison S Forrester D Foster M Zabel* J Cogin G Carroll A = Number of meetings attended B = Number of meetings held during the time the Director held office or was a member of the Committee during the year * Member of Audit & Risk Committee since 22 November 2018. ENVIRONMENTAL REGULATION The Group is subject to and complies with environmental regulations under State Legislation in the management of its operations. The Group does not engage in activities that have particular potential for environmental harm. This does not include such liabilities that arise from conduct involving willful breach of duty of the Managers or the improper use by the Managers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the Group. No incidents have been recorded and the Directors are not aware of any environmental issues which have had, or are likely to have, a material impact on the Group’s business. It is not possible to apportion the premium between the amounts relating to the insurance against legal costs and those relating to other liabilities. No insurance premiums or indemnities have been paid for or agreed by the Group for the current or former auditors. INSURANCE OF OFFICERS AND AUDITORS During the year, the Group paid a premium to insure the Directors and Officers (Managers) of the Company and its controlled entities. Under the terms of the policy the amount of the premium and the nature of the liability cannot be disclosed. The liabilities insured include legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the Managers in their capacity as Managers of entities in the Group alleging a wrongful act, and other payments arising from liabilities incurred by the Managers in connection with such proceedings. INDEMNIFICATION OF AUDITORS To the extent permitted by law, the Group has agreed to indemnify its auditors, Ernst & Young Australia, as part of the terms of its audit agreement against claims by third parties arising from the audit (for an unspecified amount). No payment has been made to indemnify Ernst & Young during or since the financial year. Ernst & Young provide an annual declaration of their independence to the ARM Committee in accordance with the requirements of the Corporations Act 2001. 27 G8 EDUCATION LIMITED ANNUAL REPORT 2018REMUNERATION REPORT AUDITED SECTION TITLE DESCRIPTION 1 2 3 4 5 6 7 8 Introduction from the People & Culture Chair Sets out the activities of the People & Culture Committee and the Board and people focussed highlights. Who is covered Remuneration Governance Details the individuals whose remuneration information is disclosed, which consists of senior executives and Non-Executive Directors. Describes the role of the Board and the People and Culture Committee, and the use of remuneration consultants when making remuneration decisions. KMP Executive reward Our Strategy, Vision and Values and link to KMP Executive reward. Remuneration details for 2018 Outlines the principles and strategy applied to executive remuneration decisions and the framework used to deliver rewards including the performance and remuneration linkages. KMP Equity Interests Provides details regarding shareholdings in G8 Education Limited of KMP. Employment agreements Provides details regarding the contractual arrangements between G8 Education and the executives whose remuneration details are disclosed. Non-Executive Director remuneration Provides details regarding the fees paid to Non-Executive Directors. SCOPE THIS REMUNERATION REPORT SETS OUT, IN ACCORDANCE WITH THE RELEVANT CORPORATIONS ACT 2001 (CORPORATIONS ACT) AND ACCOUNTING STANDARD REQUIREMENTS, THE REMUNERATION ARRANGEMENTS IN PLACE FOR THE KEY MANAGEMENT PERSONNEL (KMP) DURING 2018. 28 G8 EDUCATION LIMITED ANNUAL REPORT 20181. INTRODUCTION FROM THE PEOPLE AND CULTURE COMMITTEE CHAIR Dear Shareholders G8 Education has a firm belief that focussing on and investing in our people will provide sustainable benefits over the long term. After laying strong foundations in 2017, our goal in 2018 was to ensure our executive team was fully in place which was achieved with the appointment of Jenni Marsh in June, to the role of General Manager Safety, Quality and Compliance. Our combined Board and management review of the Strategic Plan in August 2018 focussed on our four core pillars comprising our team, quality, customer and performance. In terms of our ongoing commitment to our people, we focussed on improving the quality of our early education centre network, improving team engagement and retention of Centre Managers and Early Childhood Teachers (“ECTs”). This is consistent with our strategy to provide both a market-leading customer and employment offer to drive occupancy and profitability of the Group, which in turn provides sustainable growth for shareholders. The highlights from the People and Culture Committee work plan that were completed during 2018 are: • review of our Senior Executive Remuneration Policy to include our values and alignment of KPIs to our four core pillars of team, quality, customer and performance; • introduction of a new competency framework; • review and monitoring of the first formal succession plan for G8 Executive Leaders; No substantive changes to our approach to executive remuneration were made, as we were mindful of the benefit to our executives of consistency and of allowing our new scheme to run its course for a three year cycle. A remuneration benchmarking exercise was carried out for our CEO’s role with changes to be effective from January 2019. In terms of the at-risk components of our executives’ remuneration, the minimum financial performance requirements of the Short-Term Incentive Plan were not met as the Group did not achieve double digit annual NPAT growth. In terms of the personal measures which comprise 10% of their STI opportunity, each member of the executive team achieved 4%. The Board decided to exercise its discretion and reward a total of 5% to each executive, in recognition of their concerted efforts during the year towards achieving our strategic targets. The Board and the People and Culture Committee believe these annual incentive outcomes for each of our disclosed executives reflects our performance in 2018. In early 2018, the Board conducted an independent review of Directors’ fees. Non-Executive Director (“NED”) fees for 2018 were adjusted to the market median for comparable listed companies based on market benchmarks and specialist independent external review. At our 2018 AGM we did not seek an increase to the Aggregate NED Fee pool and no increase to that pool is proposed in 2019. 2019 will be the final year in our 3-year remuneration framework. During the year we will monitor the effectiveness of this program and we will review with our remuneration consultant. • ongoing implementation of our comprehensive, tailored executive and senior leadership development programs; We note that our Board composition reflects a healthy gender balance. Women now represent 50% of our independent NEDs and 42% of the full Board including • detailed review of the role and work routines of Centre Managers and Area Managers, to ensure alignment across the network and optimisation of effort for these key roles; • review and re-setting of base remuneration for ECTs to improve attraction and retention; and • the ongoing refinement of our Board Skills Matrix. 2018 saw the second full year of implementation of our Strategic Remuneration Framework and Policies. the Managing Director. The Board and the People and Culture Committee hope you find this report informative. Susan Forrester Chair, People and Culture Committee Brisbane 23 February 2019 29 G8 EDUCATION LIMITED ANNUAL REPORT 20182. WHO IS COVERED BY THE REPORT KEY MANAGEMENT PERSONNEL KMP HAVE AUTHORITY AND RESPONSIBILITY FOR PLANNING, DIRECTING AND CONTROLLING THE ACTIVITIES OF G8 EDUCATION AND COMPRISE THE NON-EXECUTIVE DIRECTORS AND EXECUTIVE KMP (BEING THE EXECUTIVE DIRECTORS AND OTHER SENIOR EXECUTIVES NAMED IN THIS REPORT). DETAILS OF THE KMP DURING THE YEAR ARE SET OUT IN THE TABLE BELOW. TITLE (AT YEAR END)/COMMITTEES CHANGE IN 2018 Non-Executive Directors Mark Johnson Chairman No Change. Member, Audit & Risk Management Member, Nomination Member, People & Culture Brian Bailison Director No Change. Chair, Audit & Risk Management Member, Nomination Susan Forrester Director No Change. Chair, People & Culture Member, Nomination David Foster Director No Change. Chair, Nomination Member, Audit & Risk Management Julie Cogin Director No Change. Member, Nomination Member, People & Culture Margaret Zabel Director No Change. Member, Nomination Member, Audit & Risk Management From 22 November 2018 Executive Directors Gary Carroll CEO and Managing Director No Change. Other executive KMP Sharyn Williams Chief Financial Officer Jason Ball General Manager Operations No Change. No Change. 30 G8 EDUCATION LIMITED ANNUAL REPORT 20183. REMUNERATION GOVERNANCE AT G8 EDUCATION THIS SECTION OF THE REMUNERATION REPORT DESCRIBES THE ROLE OF THE BOARD AND THE PEOPLE AND CULTURE COMMITTEE AND THE USE OF REMUNERATION CONSULTANTS WHEN MAKING REMUNERATION DECISIONS AFFECTING KMP. ROLE OF THE BOARD AND THE PEOPLE AND CULTURE COMMITTEE The Board is responsible for G8 Education’s remuneration strategy and policies. Consistent with this responsibility, the Board has established the People & Culture Committee (PCC) which comprises solely independent Non-Executive Directors (NEDs). The role of the PCC is set out in its Charter, which is reviewed annually and was last revised and approved by the Board in August 2018. In summary, the PCC’s role is to: • ensure that the appropriate procedures exist to assess the remuneration levels of the Chairman, other NEDs, Executive Directors, direct reports to the CEO, Board Committees and the Board as a whole; • ensure that G8 Education meets the requirements of Australian Securities Exchange (ASX) diversity and other relevant Guidelines; • ensure that G8 Education adopts, monitors and applies appropriate remuneration policies and procedures; • ensure that reporting disclosures related to remuneration meet the Board’s disclosure objectives and all relevant legal requirements; • develop, maintain and monitor appropriate talent management programs including succession planning, recruitment, development, retention and termination policies and procedures for senior management; and • develop, maintain and monitor appropriate superannuation arrangements for G8 Education. The PCC’s role and interaction with Board and internal and external advisors are further illustrated below: The Board Reviews, applies judgment and, as appropriate, approves the PCC’s recommendations The People & Culture (“PCC”) The PCC operates under the delegated authority of the Board. The PCC is empowered to source any internal resources and obtain external independent professional advice it considers necessary to enable it to make recommendations to the Board on the following: Remuneration Remuneration Talent policy in respect of NEDs policy, composition and quantum of remuneration components for executive KMP, and performance targets management policies and Design features of employee practices including and executive STI and LTI superannuation plan awards, arrangements including setting of performance and other vesting conditions External consultants Internal resources FURTHER INFORMATION ON THE PCC’S ROLE, RESPONSIBILITIES AND MEMBERSHIP IS CONTAINED IN THE CORPORATE GOVERNANCE REPORT SET OUT IN THE CORPORATE GOVERNANCE SECTION OF THE G8 EDUCATION WEBSITE. 31 G8 EDUCATION LIMITED ANNUAL REPORT 2018• Either a standard set fee was charged, or a fixed fee arrangement was agreed in advance directly with the independent NED on behalf of the PCC. The Board was satisfied that the limited remuneration recommendations provided were made free from undue influence from any member of the KMP. That view was formed due to the above arrangements being in place, the professional nature of the remuneration consultant’s business and reputation and the absence of any reason to suggest otherwise. In addition to providing remuneration consulting services, Crichton and Associates also provided services relating to other aspects of remuneration of the Group’s employees, including ad hoc advice in respect of the Company’s remuneration framework, remuneration reporting and proxy advisor engagement. Crichton and Associates was paid $4,861.35 during 2018, for these services. USE OF REMUNERATION CONSULTANTS All proposed remuneration consultancy contracts (within the meaning of section 206K of the Corporations Act) are subject to prior approval by the Board or the PCC in accordance with the Corporations Act. The Board directly engages external advisors to provide input to the process of reviewing executive KMP and NED remuneration. During the 2018 financial year, Crichton and Associates Pty Limited (Crichton and Associates) were engaged by the Board to provide a remuneration benchmark assessment in relation to the CEO/Executive Director and two other executive roles. Crichton and Associates were paid $5,886.25 for these services. The following arrangements were made to ensure that the remuneration recommendations have been made free from undue influence: • Crichton and Associates received written instructions from an independent NED on behalf the PCC and were accountable to the Board; • During the course of this assignment, Crichton and Associates received limited input from management. Crichton and Associates reported its findings, in writing, to the independent NED and the Board; and 4. OUR STRATEGY, VISION AND VALUES AND LINK TO KMP SENIOR EXECUTIVE REWARD OUR EXECUTIVE KMP REMUNERATION HAS BEEN DESIGNED TO SUPPORT AND REINFORCE G8 EDUCATION’S STRATEGY, PURPOSE AND VALUES. THE AT-RISK COMPONENTS OF THE EXECUTIVE KMP REMUNERATION ARE THEREFORE CLOSELY LINKED TO THE SUCCESSFUL EXECUTION OF THE ORGANISATION’S STRATEGY. Our Strategic Priorities Short Term Incentive Plan (STIP) EXISTING FAMILIES NEW FAMILIES QUALITY & SAFETY TEAM & STAKEHOLDERS PERFORMANCE Our Purpose We create spaces that shape generations now and next The strategic priorities are translated into performance objectives and KPIs Net Profit after Tax is the performance measure that applies to over 65% of the incentive Measurable performance objectives are set across all strategic priorities and are closely aligned to our purpose and values. This ensures a balanced focus across all key strategic areas Our Values Passion, Innovation, Dedication, Compassion, Integrity Our Values are considered as we assess how performance has been achieved Our Shareholder Value Proposition Deliver sustainable double-digit growth in earnings for shareholders Long Term Incentive Plan (LTIP) Earnings per Share growth over the vesting period accounts for 100% of the award. The purpose of the incentive is to align executive KMP remuneration opportunity with shareholder value and provide retention stimulus 32 G8 EDUCATION LIMITED ANNUAL REPORT 2018THE COMPONENTS OF KMP SENIOR EXECUTIVE LEADERSHIP REMUNERATION AT G8 EDUCATION EXECUTIVE KMP REMUNERATION G8 Education’s executive remuneration policies are designed to attract, motivate and retain a qualified and experienced group of executives with complimentary skills. Fixed remuneration components are determined having regard to the specific skills and competencies of the executive KMP with reference to both internal and external relativities, particularly local market and industry conditions. The ‘at risk’ components of remuneration are strategically directed to encourage management to strive for superior (risk balanced) performance by rewarding the achievement of targets that are challenging, clearly defined, understood and communicated within the ambit of accountability of the relevant executive KMP. Executive KMP remuneration objectives are exemplified through three categories of remuneration, as illustrated below. Executive KMP remuneration objectives Attract, motivate and retain executive talent across diverse geographies The creation of reward differentiation to drive performance values and behaviours An appropriate balance of ‘fixed’ and ‘at risk’ components Shareholder value creation through equity components Total target remuneration (TTR) is set by reference to the relevant geographic market Fixed At risk Total fixed remuneration (TFR) Short-term incentives (STI) Long-term incentives (LTI) TFR is set based on relevant market STI performance criteria are set by relativities, reflecting responsibilities, reference to G8 Education’s group earnings LTI targets are linked to G8 Education performance, qualifications, experience and individual performance targets EPS growth and geographic location relevant to the specific KMP Remuneration will be delivered as: Base salary plus any fixed elements Part cash and part equity (performance is held subject to service and performance related to local markets, including rights). The equity component will be for three years from grant date. The equity superannuation or equivalents subject to service and deferred for one year is at risk until vesting. Performance Equity in performance rights. All equity is tested once at the vesting date Strategic intent and market positioning TFR will generally be positioned at the median compared to relevant market based data considering expertise and performance in the role Performance incentive is directed to achieving Board approved targets, reflective of market circumstances. TFR + STI is intended to be positioned in the 3rd quartile of the relevant benchmark comparisons LTI is intended to reward executive KMP for sustainable long-term growth aligned to shareholders’ interests. LTI allocation values are intended to be positioned in the 3rd quartile of the relevant benchmark comparisons Total targeted remuneration (TTR) TTR is intended to be positioned in the 3rd quartile compared to relevant market benchmark comparisons. 4th quartile TTR may result if outperformance is achieved. The remuneration structure is designed to ensure top quartile executive KMP remuneration is only achieved if G8 Education outperforms. 33 G8 EDUCATION LIMITED ANNUAL REPORT 2018REMUNERATION COMPOSITION MIX TOTAL TARGET REMUNERATION (TTR) G8 Education endeavours to provide an appropriate and competitive mix of remuneration components balanced between fixed and at risk and paid in both cash and deferred equity. In the opinion of the Board, the TTR under the remuneration mix adopted by G8 Education delivers on overall risk adjusted reward opportunity which is intended to ensure both fair and market competitive remuneration is awarded. REMUNERATION MIX 2018 The mix of remuneration for the CEO and executive KMP for 2018 resulted in the following remuneration mix: % 0 4 30 % O F T T R CEO 30% OF TTR TFR STI LTI 0 % 5 T S A E L T A UP TO 2 5 % O F T T R U P T O 25% O EXECUTIVE KMP F TTR The “at risk” component of the (STI) and (LTI) of this mix represents the intended remuneration opportunity for these executives assuming the performance requirements set for each component are satisfied. The remuneration mix is the same in 2018 as in 2017 and ensures that remuneration is linked to performance and contains at risk components. TOTAL FIXED REMUNERATION (TFR) G8 Education’s approach continues to position executive KMP at between the median and 62.5th percentile of the market. This positioning is confirmed regularly by reference to remuneration surveys and independent benchmark assessments from time to time. The comparator group used to benchmark executive KMP remuneration is ASX listed companies of a similar size. A description of the 2018 short-term and long-term incentive schemes are set out below. REMUNERATION – “AT RISK” As illustrated, executive KMP remuneration is delivered on a cascading basis, with a material component deferred for one (STI) and three (LTI) years and awarded as equity. This remuneration mix is designed to ensure executive KMP are focused on delivering results over the short, medium and long term if they are to maximise their remuneration opportunity. The Board believes this approach will align executive KMP remuneration to shareholder interests and expectations. The three complementary components of executive KMP remuneration are ‘earned’ over multiple time ranges. This is illustrated in the following chart: Year 1 Year 2 Year 3 Year 4 Year 5 TFR F17 STI cash opportunity STI equity deferral LTI TFR F18 STI cash opportunity STI equity deferral LTI TFR F19 STI cash opportunity STI equity deferral LTI 34 G8 EDUCATION LIMITED ANNUAL REPORT 2018 TOTAL FIXED REMUNERATION EXPLAINED Total fixed remuneration (TFR) includes all remuneration and benefits paid to an executive KMP calculated on a total employment cost basis. In addition to base salary, superannuation and other allowances are included. Executive KMP TFR is tested regularly for market competitiveness by reference to appropriate independent and externally sourced comparable benchmark information, including for comparable ASX listed companies, and based on a range of size criteria including market capitalisation, taking into account an executive’s responsibilities, performance, qualifications, experience and location. TFR adjustments, if any, are made with reference to individual performance, an increase in job role or responsibility, changing market circumstances SHORT-TERM INCENTIVES (STI) as reflected through independent benchmark assessments or through promotion. Any adjustments to executive KMP remuneration are approved by the Board, based on PCC and CEO recommendations. VARIABLE (AT RISK) REMUNERATION EXPLAINED Variable remuneration is intended to form a significant portion of the CEO and other executive KMP remuneration opportunity. Apart from being market competitive, the purpose of variable remuneration is to encourage executives’ behaviours towards maximising G8 Education’s short, medium and long-term performance. The key aspects are summarised below. Purpose Performance targets Rewarding performance Deferral of STI The STI arrangements at G8 Education are designed to reward executives for the achievement against annual performance targets set by the Board at the beginning of the performance period. The STI program is reviewed annually by the PCC and approved by the Board. All STI awards to the CEO and other executive KMP are approved by the PCC and Board. The key performance objectives of G8 Education are currently directed to achieving Board approved earnings targets and by the achievement of individual performance KPIs. The intention is that not more than 20% is awarded if the Board approved budget is not reached. In respect of the individual KPIs, in 2018 they were split into four areas – Team (2), Quality (3), Performance (1) and Customer (2). For 2019 there are six individual KPIs split into three areas – Team (2), Quality (2) and Customer (2). The change was made in 2019 to avoid duplication in relation to performance KPIs as these were already captured in the STI calculation. Any anomalies or discretionary elements are approved and validated by the Board. An individual’s STI cannot be higher than 20% if the Group financial target is not met. The STI performance ratings are determined under a predetermined matrix with the Board determination final. Effective from 1 January 2017 deferral of a portion of STI was introduced to reinforce alignment with shareholder interests. Grants will be determined at the end of each year and then held for one year until vesting. This achieves additional retention and alignment of executives with shareholder interests. The deferred STI component for the 2018 and 2019 financial periods will be calculated based on 50% of the STI amount, above a minimum threshold of $100,000. The equity component will be independently determined based on the gross contract value using G8 Education’s five-day volume weighted average price (VWAP) following the announcement of year end results in February 2019. That is, based on a Black-Scholes-Merton pricing model without discounting for service or performance hurdles. The deferred component is granted as service rights. Once the STI awarded as service rights has been granted, there are no further performance measures attached to the rights other than continued tenure for the vesting period (one year). 35 G8 EDUCATION LIMITED ANNUAL REPORT 2018LONG-TERM INCENTIVES (LTI) THE LTI PROVIDES AN ANNUAL OPPORTUNITY FOR EXECUTIVE KMP AND OTHER SELECTED EXECUTIVES (BASED ON THEIR ABILITY TO INFLUENCE AND EXECUTE STRATEGY) TO RECEIVE AN EQUITY AWARD DEFERRED FOR THREE YEARS, THAT IS INTENDED TO ALIGN A SIGNIFICANT PORTION OF EXECUTIVES’ OVERALL REMUNERATION TO SHAREHOLDER VALUE OVER THE LONGER TERM. ALL LTI AWARDS REMAIN AT RISK AND SUBJECT TO ‘CLAW BACK’ (FORFEITURE OR LAPSE) UNTIL VESTING AND MUST MEET OR EXCEED EPS GROWTH RATES OVER THE VESTING PERIOD. Purpose To align executive KMP remuneration opportunity with shareholder value and provide retention stimulus. Types of equity awarded LTI is provided under the G8 Education Executive Incentive Plan. See the section below for further details. Under the G8 Education Employee Incentive Plan, selected senior executives are offered performance rights (being a nil exercise price right to fully paid ordinary shares of G8 Education Limited), subject to satisfying the relevant requirements. Time of grant All equity grants will be made after the AGM each year but based on values determined in February. Time restrictions Equity grants awarded to the executive KMP and other executives are tested against the performance hurdles set, at the end of three years. If the performance hurdles are not met at the vesting date, performance rights lapse. Performance hurdles and vesting schedule Equity grants to executive KMP and other executives are subject to one performance condition, as follows: Compound annual growth in Reported EPS (three years). The hurdles are set. Both were based on relevant market benchmarks. Compound annual growth in Reported EPS (3 years) Performance p.a. % of equity to vest < 10% 10% to 15% > 15% 0% 50% to 100% pro-rata 100% Performance rights vest if the time restrictions and relevant performance hurdles are met. The Board must approve any special provisions, in accordance with Company policies, in the event of termination of employment or a change of control. Dividends No dividends are attached to performance rights. Voting rights There are no voting rights attached to performance rights. Retesting There is no retesting of performance hurdles under G8 Education LTI. LTI allocation The size of individual LTI grants for the executive KMP and other executives is determined in accordance with the Board approved remuneration strategy mix. The allocation methodology for performance rights is to determine the target LTI dollar value for each executive and divide it by the gross contract value based on a Black-Scholes-Merton pricing model without discounting for service or performance hurdles. 36 G8 EDUCATION LIMITED ANNUAL REPORT 2018G8 EDUCATION EXECUTIVE INCENTIVE PLAN (GEIP) Equity granted under the short term and long term incentive schemes is granted by way of performance or service rights issued in accordance with the GEIP. Shareholders approved the GEIP at the AGM in May 2017. The Company has established the GEIP to assist the retention and motivation of executives of G8 Education (Participants). It is intended that the Performance Rights will enable the Company to retain and attract the skilled and experienced executives and provide them with the motivation to enhance the success of the Company. Rights may be offered to Participants selected by the Board. Unless otherwise determined by the Board, no payment is required for the grant of rights under the GEIP. Each right is an option to subscribe for one share. Upon the exercise of a right by a Participant, each share issued will rank equally with other Shares of the Company. OTHER REMUNERATION ELEMENTS AND DISCLOSURES RELEVANT TO EXECUTIVE KMP CLAW BACK The Board has discretion to claw back incentive payments where material misconduct is evident. The Claw Back Policy is available on the G8 Education website. HEDGING AND MARGIN LENDING PROHIBITION Under the G8 Education Securities Trading Policy and in accordance with the Corporations Act, equity granted under G8 Education equity incentive schemes must remain at risk until vested, or until exercised if performance rights. It is a specific condition of grant that no schemes are entered into, by an individual or their associates that specifically protect the unvested value of performance rights allocated. G8 Education also prohibits the CEO or other ‘Designated Persons’ (including executive KMP) providing G8 Education securities in connection with any margin loan or similar financing arrangement unless that person has received a specific notice of no objection in compliance with the policy from the Board. G8 Education, in line with good corporate governance, has a formal policy setting down how and when employees of G8 Education may deal in G8 Education securities. G8 Education’s Securities Trading Policy is available on the G8 Education website under Investor Centre, Corporate Governance. 5. REMUNERATION DETAILS FOR 2018 ACTUAL REMUNERATION RECEIVED IN 2018 2018 SHORT TERM INCENTIVE PLAN OUTCOMES – PROFIT The profit targets in the 2018 Short Term Incentive Plan were aligned to our shareholder value proposition providing sustainable double-digit earnings growth for shareholders. These profit targets form 90% of the total STI for 2018 for the CEO/Executive Director and 85% for all other Executive KMP. The minimum financial performance requirements of the Short-Term Incentive Plan were not met as the Company fell short of the target earnings growth set by the Board. Accordingly, the profit component of the STI was not awarded to any Executive KMP. 2018 SHORT TERM INCENTIVE PLAN OUTCOMES – INDIVIDUAL OBJECTIVES The remaining 10% for the CEO/Managing Director and 15% for the other Executive KMP was determined based on the achievement of agreed annual objectives, which as described earlier are a mix of quantitative and qualitative objectives. These annual objectives for KMP Senior Executives are intended to ensure continued focus on strategic priorities and to raise the bar on performance year on year. At the outset of 2018, clear performance objectives were set for the Executive KMP that were critical to the delivery of the 2018 plan and fundamental to the success of the long-term strategy while addressing the ongoing challenges of our competitive operating environment. The overall assessment of Executive KMP took into account performance against the achievement of individual objectives and how the performance was achieved (i.e. through demonstrating good leadership aligned to our values) which ensures a holistic and full assessment of performance. Detailed assessments were prepared by the Managing Director and discussed with the People and Culture Committee. The Board and the People and Culture Committee believe that the performance in 2018 has been appropriately reflected in the Short Term Incentive Plan outcomes. 37 G8 EDUCATION LIMITED ANNUAL REPORT 2018THE TABLE BELOW SUMMARISES THE 2018 RESULTS FOR EXECUTIVE KMP AGAINST THE INDIVIDUAL KPI’S. KPI’S Team Turnover AREA OF FOCUS ACHIEVEMENTS CONSISTENT WITH SHAREHOLDER VALUE PROPOSITION Not achieved, with turnover results for both centre-based and support office team members, while improved from 2017 levels, not being in line with targeted levels Achieved, with delivery of Group Safety Plan being in line with target Safety Team Safety Child Safety Achieved, with delivery of Group Child Safety Plan being in line with target Performance Strategic Plan 90% of Group Strategic Plan milestones, both in terms of timing and benefits – achieved, with projects being implemented on schedule and project-related benefits being achieved. Earnings Performance Not achieved, with NPAT being behind budget Customer Improvement in customer service Customer NPS – not achieved, with 2018 NPS result, while being slightly above 2017 levels, falling below the target of 55% THE DIAGRAM BELOW SUMMARISES THE SHORT TERM INCENTIVE POTENTIAL THAT COULD BE EARNED BY THE CEO AND OTHER KMP, THE ALLOCATED WEIGHTING OF PERFORMANCE VS INDIVIDUAL KPIS, ALONG WITH THE PERFORMANCE AND RESULTING OUTCOMES. THERE WERE DIFFERENTIATED OUTCOMES BOTH IN TERMS OF THE PROFIT COMPONENT AND THE ACHIEVEMENT OF INDIVIDUAL BUSINESS OBJECTIVES. CEO 75% OF TFR INDIVIDUAL KPI’S 10% PERFORMANCE KPI’S 90% 5% OF TFR PAID OTHER KMP 50% OF TFR INDIVIDUAL KPI’S 15% PERFORMANCE KPI’S 85% 5% OF TFR PAID During the year, the Group successfully refinanced its bank debt facilities by finalising a $500 million syndicated bank debt facility, thereby extending the tenor of its borrowings while also lowering its funding costs. In addition, all greenfield development contracts were reviewed and re-negotiated, achieving significant cost savings and reductions in risk. On the basis of the KPI results and additional activities noted above, the Board determined to award a short-term incentive to the Executive KMP for the 2018 year of 5% of total fixed remuneration, which for the CEO equals $38,014. 38 G8 EDUCATION LIMITED ANNUAL REPORT 2018 REMUNERATION RECEIVED BY KMP SENIOR EXECUTIVES the satisfaction of performance and service conditions and may not ultimately vest). The following table sets out the value of the remuneration received by KMP Senior Executives during the year. The figures in this table differ from those shown in the statutory table later in Section 5 mainly because the statutory table includes an apportioned accounting value for all unvested Long Term Incentive Plan grants (which remain subject to The values disclosed in the below table, while not in accordance with the accounting standards, are intended to be helpful for shareholders in better demonstrating the linkages between performance and the remuneration realised by the KMP Senior Executives. THE TABLE BELOW SHOWS: • Fixed remuneration • Any vesting of Long Term Incentive Plan awards • Short Term Incentive • Termination Payments Amount $ Fixed Remuneration (1) STI (2) LTI vested (3) Termination payments Total actual remuneration earned G Carroll 760,290 145,000 S Williams 445,290 J Ball 425,290 54,667 19,250 - - - - - - 905,290 499,957 444,540 1) Base Salary, superannuation and non-monetary benefits such as motor vehicle and travel 2) STI paid during the 2018 financial year in respect of 2017 performance 3) Intrinsic value of LTI that vested during the financial year RELATIONSHIP BETWEEN G8 EDUCATION PERFORMANCE AND EXECUTIVE KMP REMUNERATION THE PERFORMANCE OF THE GROUP AND REMUNERATION PAID TO KMP OVER THE LAST 5 YEARS IS SUMMARISED IN THE TABLE BELOW. Total revenue EBIT 2014 2015 2016 2017 2018 $’000 $’000 $’000 $’000 $’000 491,288 706,164 778,513 796,806 858,173 105,965 160,423 160,691 150,878 132,184 Net Profit After Tax 52,731 88,581 80,265 80,581 71,831 Underlying EBIT (unaudited, Non IFRS)^ 100,248 145,438 160,660 156,034 136,261 Underlying NPAT (unaudited, Non IFRS)^^ 60,613 87,131 93,342 92,874 79,417 Underlying EPS (cents) 18.57 23.87 24.68 21.80 17.54 Average annual dividend per share (cents) Share price as at 31 December ($) 19.0 4.17 24.0 3.57 24.0 3.59 Total Fixed Remuneration executive KMP 1,593 2,163 2,297 18.0 3.45 1,816 14.0 2.83 1,712 ^Underlying EBIT equals NPBT plus finance costs plus non-operating costs as per page 21 ^^ Underlying NPAT equals NPAT plus non-operating costs as per page 21 39 G8 EDUCATION LIMITED ANNUAL REPORT 2018 Performance Rights Share based payment 77,611 19,426 - - - - - (85,889) Proportion of total remuneration Total Performance Share Plan Rights related % % 798,304 965,799 467,554 462,372 446,554 229,178 648,076 253,565 1,712,412 5% 23% 5% 16% 5% 8% (13%) - 8% 4% - - - - - (13%) - - - - - - - 282,934 149,428 798,304 888,188 467,554 442,946 446,554 229,178 733,965 253,565 1,712,412 432,362 2,547,842 11,148 2,558,990 Year Fixed Remuneration Short-term Post employment costs Amount $ TFR STI Dividends from Share Plan Superannuation benefits Termination payment Total KMP G Carroll S Williams ^ J Ball ^^ Former KMP C Scott^^^ T King^^^^ Total Total 2018 2017 2018 2017 2018 2017 2017 2017 2018 2017 740,000 725,000 425,000 368,448 405,000 199,904 364,207 95,462 1,570,000 1,753,021 38,014 145,000 22,264 54,666 21,264 19,250 - - 81,542 218,916 - - - - - - 80,000 - - 80,000 20,290 18,188 20,290 19,832 20,290 10,024 6,824 8,675 60,870 63,543 ^ S Williams commenced 6 February 2017 ^^ J Ball commenced 26 June 2017 ^^^ C Scott resigned 29 May 2017 ^^^^ T King resigned 12 April 2017 The Total Fixed Remuneration of KMP is reviewed annually as part of the overall remuneration framework review. Based upon CPI Index and independent benchmark assessment data, the Board approved an increase to the CEO base salary for 2018 of 2%, a 3.7% increase to the CFO base salary and a 5.2% increase to the General Manager Operations base salary effective from 1 January 2018. When Gary Carroll was appointed as Chief Executive Officer on 1 January 2017 his base salary remuneration was in the first quartile of the relevant benchmark at the time given it was his first CEO appointment. In late 2018 an updated independent benchmarking assessment was conducted in respect of the Executive Director/ Chief Executive Officer position, taking into account Gary’s experience and performance having been in the role for 2 years. Effective from 1 January 2019, the CEO base salary was increased by 10.4% to $840,000 (including superannuation) to be in line with market median for comparable listed companies. The comparator group consists of listed companies of similar scale and complexity. 6. KMP EQUITY INTERESTS THE TABLES BELOW SET OUT THE EQUITY INTERESTS HELD BY NON-EXECUTIVE DIRECTORS (“NEDS”) AND EXECUTIVE KMP. Shares Directors of G8 Education Limited Ordinary Shares M Johnson B Bailison S Forrester D Foster G Carroll M Zabel J Cogin KMP of G8 Education Limited Ordinary Shares S Williams J Ball 40 Ownership type Balance at the start of the year Other changes during the year Balance at the end of the year Directly Directly Directly Directly Directly Directly Directly Directly Directly 30,000 13,000 39,528 14,587 100,000 - - 30,000 12,000 12,441 8,389 10,000 15,000 19,000 60,000 25,000 51,969 22,976 110,000 15,000 19,000 12,500 - 12,500 - 25,000 - G8 EDUCATION LIMITED ANNUAL REPORT 2018 Year 2018 2017 2018 2017 2018 2017 2017 2017 2018 2017 KMP G Carroll S Williams ^ J Ball ^^ Former KMP C Scott^^^ T King^^^^ Total Total 740,000 725,000 425,000 368,448 405,000 199,904 364,207 95,462 1,570,000 1,753,021 38,014 145,000 22,264 54,666 21,264 19,250 - - 81,542 218,916 - - - - - - - - 80,000 80,000 20,290 18,188 20,290 19,832 20,290 10,024 6,824 8,675 60,870 63,543 ^ S Williams commenced 6 February 2017 ^^ J Ball commenced 26 June 2017 ^^^ C Scott resigned 29 May 2017 ^^^^ T King resigned 12 April 2017 Fixed Remuneration Short-term Post employment costs Amount $ TFR STI Dividends from Share Plan Superannuation benefits Termination payment Total - - - - - - 282,934 149,428 - 798,304 888,188 467,554 442,946 446,554 229,178 733,965 253,565 1,712,412 Performance Rights Share based payment - 77,611 - 19,426 - - (85,889) - Proportion of total remuneration Total Performance Rights Share Plan related % % 798,304 965,799 467,554 462,372 446,554 229,178 648,076 253,565 1,712,412 5% 23% 5% 16% 5% 8% (13%) - - 8% - 4% - - (13%) - 432,362 2,547,842 11,148 2,558,990 THE MOVEMENT DURING THE REPORTING PERIOD IN THE NUMBER OF PERFORMANCE RIGHTS OVER ORDINARY SHARES IN THE COMPANY HELD DIRECTLY OR BENEFICIALLY, BY EACH KMP, INCLUDING THEIR RELATED PARTIES IS AS TABLED BELOW. Tranche Grant Date Fair Value at Grant Date Balance at the start of the year Granted during the year Balance at the end of the year Value of Performance Rights granted in year ^ Financial year in which grant vests Number Date $ Number Number Number $ 20-July 18 2.39 - 198,847 198,847 475,244 Year 2021 2018 Perf. Rights 2017 Perf. Rights 2018 Perf. Rights 2017 Perf. Rights 2018 Perf. Rights 2017 Perf. Rights G Carroll TOTAL S Williams TOTAL J Ball TOTAL TOTAL 20-July 17 3.19 142,249 - 142,249 453,774 2020 20-July 18 2.39 - 77,623 77,623 185,519 2021 142,249 198,847 341,096 929,018 6-Oct 17 3.70 53,629 - 53,629 198,427 2020 20-July 18 2.39 22-Jan 18 3.42 53,629 77,623 131,252 383,946 - - - 74,135 74,135 177,183 2021 50,359 50,359 172,227 2020 124,494 124,494 349,410 195,878 400,964 596,842 1,662,374 ^ The Performance Rights are expensed over a three year period in line with the vesting conditions of the Performance Rights (refer Note 29). Plan participants may not enter into any transaction designed to remove the at-risk aspect of the Performance Rights before they vest. The value at the exercise date for Performance Rights is the Group share price. 41 G8 EDUCATION LIMITED ANNUAL REPORT 2018 7. EMPLOYMENT AGREEMENTS (AUDITED) THE CEO AND OTHER EXECUTIVE KMP OPERATE UNDER EMPLOYMENT AGREEMENTS. THE FOLLOWING SETS OUT DETAILS OF THE EMPLOYMENT AGREEMENTS RELATING TO THE CEO AND OTHER EXECUTIVE KMP. THE TERMS FOR THE CEO AND ALL OTHER EXECUTIVE KMP ARE SIMILAR BUT DO, ON OCCASION, VARY TO SUIT DIFFERENT NEEDS. Length of contract The CEO and other executive KMP are on permanent contracts, which is an ongoing employment contract until notice is given by either party. Notice periods In order to terminate the employment arrangements, the CEO is required to provide G8 Education with twelve months’ written notice.* Other executive KMP are required to provide G8 Education six months’ written notice. Resignation On resignation, unless the Board determines otherwise: all unvested STI or LTI benefits are forfeited. Termination on notice by G8 Education G8 Education may terminate employment of the CEO by providing twelve months’ written notice.* For other executive KMP, the notice period is six months’ written notice. The Company may make payment, based on total fixed remuneration, in lieu of the notice period. Death or total and permanent disability On death or total and permanent disability, the Board has discretion to allow all unvested STI and LTI benefits to vest. Termination for serious misconduct G8 Education may immediately terminate employment at any time in the case of serious misconduct, and other executive KMP will only be entitled to payment of TFR up to the date of termination. On termination without notice by G8 Education in the event of serious misconduct: • all unvested STI or LTI benefits will be forfeited; and • any ESS instruments provided to the employee on vesting of STI or LTI awards that are held in trust will be forfeited. Statutory entitlements Payment of statutory entitlements of long service leave and annual leave applies in all events of separation. Post-employment restraints The CEO is subject to post-employment restraints of up to 24 months. All other executive KMP are subject to post-employment restraints for up to 12 months. *In February 2019 the CEO’s Employment Agreement was amended to increase the termination notice period to be provided by the CEO and by G8 Education to the CEO from six to twelve months. 42 G8 EDUCATION LIMITED ANNUAL REPORT 20188. NON-EXECUTIVE DIRECTOR (NED) REMUNERATION NED remuneration Principle Comment Fees are set by reference to key considerations Remuneration is structured to preserve independence whilst creating alignment Aggregate Board and committee fees are approved by shareholders Fees for NEDs are based on the nature of the NEDs’ work and their responsibilities. The remuneration rates reflect the complexity of G8 Education’s business and the extent of the number of geographical locations in which G8 Education operates. In determining the level of fees, survey data on comparable companies is considered. NEDs’ fees are recommended by the PCC and determined by the Board. Shareholders approve the aggregate amount available for the remuneration of NEDs. From 1 January 2018, following independent benchmarking undertaken in November 2017, the NED remuneration was amended as follows: • the Board Chairman fee was increased to $285,000 (including superannuation); • the NED fee was increased to $140,000 (including superannuation); • the Committee Chair fee for the Nomination and People & Culture Committees was increased to $25,000 (including superannuation); and • all Committee member fees were reduced to nil. To preserve independence and impartiality, NEDs are not entitled to any form of incentive payments including options and the level of their fees is not set with reference to any measure of G8 Education performance. However, to create alignment between directors and shareholders, the Board has adopted guidelines that request NEDs to hold (or have a benefit in) shares in G8 Education equivalent in value to at least one year’s base fees. G8 Education does not offer loans to NEDs to fund share ownership. The total amount of fees paid to NEDs in 2018 is within the aggregate amount approved by shareholders at the AGM in May 2017 of $1,100,000 per annum including superannuation. At the time of the 2017 AGM, it was the Board’s intention not to exceed $1 million in NED payments in 2017 and 2018. Following benchmarking of NED fees in early 2018, changes were made to the NED fees as set out in this report. Due to those changes the total NED fees payable in 2018 exceeded $1 million by approximately $50,000. No increase to the NED fee pool is being sought at the 2019 AGM. 43 G8 EDUCATION LIMITED ANNUAL REPORT 2018NED FEES AND OTHER BENEFITS EXPLAINED Elements Details Board fees per annum Board Chairman fee Board NED Base fee Committee fees per annum Audit & Risk Chair fee Nomination Chair fee People and Culture Chair fee Audit & Risk Member fee Nomination Member fee People and Culture Member fee * fees include superannuation 2018* $ 285,000 140,000 25,000 25,000 25,000 No fee No fee No fee 2017* $ 246,375 120,450 27,375 18,615 18,615 10,950 No fee 9,855 Post-employment benefits Superannuation Superannuation contributions have been made at a rate of 9.5% of the Board fee which satisfies the Company’s statutory superannuation contributions. The contribution rate will increase in future years in line with mandated legislative increases. However, the base fees for 2017 above are exclusive of superannuation. Contributions will be limited to the Australian Government’s prescribed maximum contributions limit. Retirement schemes There are no retirement schemes in place for NEDs other than Statutory Superannuation. Other benefits Equity instruments NEDs do not receive any performance related remuneration, options, performance rights or shares. Other fees/benefits NEDs receive reimbursement for costs directly related to G8 Education business. No payments were made to NEDs during 2018 for travel allowances, extra services or special exertions, other than a payment $25,000 to Margaret Zabel in respect of marketing consultancy services provided during 2018. 44 G8 EDUCATION LIMITED ANNUAL REPORT 2018NED TOTAL REMUNERATION PAID M Johnson (Chairman) B Bailison S Forrester D Foster M Zabel Year 2018 2017 2018 2017 2018 2017 2018 2017 2018 Fees $ 256,544 225,000 150,685 135,000 150,685 127,000 150,685 129,423 127,854 (appointed 1 September 2017) 2017 36,385 J Cogin 2018 127,854 (appointed 1 September 2017) 2017 39,362 M Reynolds (resigned 31 August 2017) Total Total 2018 2017 2018 2017 - 79,638 964,307 771,808 Superannuation benefits $ 20,290 21,375 14,315 12,825 14,315 12,065 14,315 12,295 12,146 3,457 12,146 3,739 - 7,827 87,527 73,583 Total $ 276,834 246,375 165,000 147,825 165,000 139,065 165,000 141,718 140,000 39,842 140,000 43,101 - 87,465 1,051,834 845,391 During 2018, following an independent benchmark assessment NED fees were increased by 14% (on average). The increase brought NED fees to be in line with the median of the selected ASX comparator group 45 G8 EDUCATION LIMITED ANNUAL REPORT 2018MINIMUM SHAREHOLDING GUIDELINES NON-AUDIT SERVICES The Board has approved minimum shareholding guidelines for NEDs, the CEO and executive KMP. Under these guidelines, all NEDs are requested to accumulate a minimum shareholding in G8 Education shares equivalent in value to one year’s base fees and all executive KMP are requested to accumulate a minimum shareholding in G8 Education shares equivalent to one year’s fixed remuneration. The Board believes that this requirement will ensure alignment with shareholders’ interests. The guidelines were implemented in January 2017, with NEDs and executive KMP required to accumulate the required holding over the next 5 years or from appointment. DIRECTOR’S TENURE The Directors shall retire from office in accordance with the Constitution of G8 Education Limited and/ or the applicable sections of the Corporations Act. The Board has a policy that in general the maximum term of service for a NED should be approximately ten years. However, this term may be extended for reasons such as Board or Committee chairmanship, providing continuity or a particular capability of a Non‐executive Director. CORPORATE GOVERNANCE G8 Education Limited is strongly committed to good corporate governance practices and substantially complies with the ASX Corporate Governance Council’s (CGC) Corporate Governance Principles and Recommendations (Third Edition). The Board of directors guides and monitors the business and affairs of G8 Education Limited on behalf of the shareholders by whom they are elected and to whom they are accountable. G8 Education Limited’s compliance with the Principles are found in the corporate governance section of our website: www.g8education.edu.au/ investor-information/corporate-goverance. The Group may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Group are important. During 2018, G8 Education engaged Ernst & Young to perform non-audit services relating to other audit advice. The Board has considered the position and is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied the provision of non-audit services by the auditor, as set out in note 30, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons: • all non-audit services have been reviewed by the Board to ensure they do not impact the impartiality and objectivity of the auditor; and • none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics of Professional Accountants. AUDITORS 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 47. AUDITOR Ernst & Young were appointed as auditor on 25 May 2016 and continue in office in accordance with section 237 of the Corporations Act 2001. This report is made in accordance with a resolution of Directors. Gary Carroll Managing Director 23 February 2019 46 G8 EDUCATION LIMITED ANNUAL REPORT 2018Ernst & Young 111 Eagle Street Brisbane QLD 4000 Australia GPO Box 7878 Brisbane QLD 4001 Tel: +61 7 3011 3333 Fax: +61 7 3011 3100 ey.com/au Auditor’s Independence Declaration to the Directors of G8 Education Limited As lead auditor for the audit of G8 Education Limited for the financial year ended 31 December 2018, I declare to the best of my knowledge and belief, there have been: a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and b) no contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of G8 Education Limited and the entities it controlled during the financial year. Ernst & Young Ric Roach Partner 23 February 2019 A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 47 G8 EDUCATION LIMITED ANNUAL REPORT 2018 SECTION TWO FINANCIAL REPORT Consolidated Income Statement Consolidated Statement of Comprehensive Income Consolidated Balance Sheet Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Financial Statements Directors’ Declaration Independent Auditor’s Report 49 49 50 51 52 53 111 112 48 G8 EDUCATION LIMITED ANNUAL REPORT 2018CONSOLIDATED INCOME STATEMENT For the year ended 31 December 2018 Continuing operations Revenue Other income Total revenue Expenses Employment costs Occupancy Direct costs of providing services Depreciation Other expenses Finance costs Total expenses Profit before income tax Income tax expense Profit for the year attributable to members of the parent entity Basic earnings per share Diluted earnings per share Notes Consolidated 2018 $’000 2017 $’000 2 3 4 4 4 5 6 6 851,530 789,043 6,643 7,763 858,173 796,806 (507,105) (445,841) (108,915) (97,846) (61,622) (58,568) (16,483) (31,449) (13,959) (28,667) (28,973) (34,144) (754,547) (679,025) 103,626 117,781 (31,795) (37,200) 71,831 Cents 15.87 15.87 80,581 Cents 18.92 18.91 The above Consolidated Income Statement should be read in conjunction with the accompanying notes. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the year ended 31 December 2018 Profit for the year Other comprehensive income, net of income tax Items that are or may be reclassified to the consolidated income statement: Exchange differences on translation of foreign operations Effective portion of changes in fair value of cash flow hedges Total other comprehensive income Total comprehensive income for the year Consolidated 2018 $’000 71,831 2017 $’000 80,581 2,778 1,626 4,404 76,235 (23) 1,921 1,898 82,479 The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes. 49 G8 EDUCATION LIMITED ANNUAL REPORT 2018                  CONSOLIDATED BALANCE SHEET As at 31 December 2018 ASSETS Current assets Cash and cash equivalents Trade and other receivables Other current assets Derivative financial instruments Current tax asset Total current assets Non-current assets Property plant and equipment Deferred tax assets Intangible assets Other non-current assets Derivative financial instruments Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables Contract liabilities Current tax liability Borrowings Provisions Total current liabilities Non-current liabilities Other payables Borrowings Provisions Derivative financial instruments Total non-current liabilities Total liabilities Net assets EQUITY Contributed equity Reserves Retained earnings Total equity Notes Consolidated 2018 $’000 2017 $’000 16 7 8 18 9 5 14 8 18 10 17 11 10 17 11 18 55,521 36,502 14,120 10,837 - 49,209 30,366 12,361 - 250 116,980 92,186 91,710 17,856 63,906 16,220 1,134,456 1,087,969 25,547 - 32,273 622 1,269,569 1,200,990 1,386,549 1,293,176 67,911 8,517 700 279,566 29,988 386,682 5,260 92,188 8,935 - 106,383 493,065 893,484 65,902 9,155 - 49,905 26,096 151,058 1,067 253,589 8,321 13,806 276,783 427,841 865,335 19 893,567 876,394 56,530 (56,613) 44,552 (55,611) 893,484 865,335 The above Consolidated Balance Sheet should be read in conjunction with the accompanying notes. 50 G8 EDUCATION LIMITED ANNUAL REPORT 2018                  CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the year ended 31 December 2018 Contributed Hedging Reserve Equity Cost of Hedging Reserve Translation Reserve Share Based Payment Reserve Profits Reserve Retained Earnings Total Consolidated Notes $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 Balance 1 January 2017 641,848 (1,042) 5,571 239 30,881 (51,622) 625,875 - - - - 1,921 1,921 Profit for the year Other comprehensive income (net of tax) Total comprehensive income for the year Transactions with owners in their capacity as owners Contributions of equity, net of transaction cost Share based payment expense Dividends provided for or paid 19 234,546 29 20 - - - - - - Total 234,546 Balance 31 December 2017 876,394 879 Balance 1 January 2018 876,394 879 - - - - - - - - - - 84,570 (3,989) 80,581 - - 1,898 84,570 (3,989) 82,479 - - - - (108) - (23) (23) - - - - - - - - - - 234,546 (108) (77,457) 156,981 - (77,457) (108) (77,457) 5,548 131 37,994 (55,611) 865,335 5,548 131 37,994 (55,611) 865,335 Adjustment on adoption of AASB 9 Profit for the year Other comprehensive income (net of tax) Total comprehensive income for the year Transactions with owners in their capacity as owners Contributions of equity, net of transaction cost Dividends provided for or paid - - - - - - (620) - - - 736 890 2,778 736 890 2,778 - - - - - - - - 620 - 73,453 (1,622) 71,831 - - 4,404 73,453 (1,622) 76,235 - (65,259) (65,259) - - - 17,173 (65,259) (48,086) 19 17,173 20 - - - - - - - - - - Total 17,173 Balance 31 December 2018 893,567 1,615 270 8,326 131 46,188 (56,613) 893,484 The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes. 51 G8 EDUCATION LIMITED ANNUAL REPORT 2018CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 31 December 2018 Cash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Interest received Interest paid Income taxes paid Notes Consolidated 2018 $’000 2017 $’000 853,627 777,833 (695,208) (626,525) 455 (23,003) (29,924) 1,004 (26,199) (34,102) 92,011 Net cash inflows from operating activities 21 105,947 Cash flows from investing activities Payments for purchase of businesses (net of cash acquired) Payments for purchase of intangible assets Payments for divestments Payments for property, plant and equipment Net cash outflows from investing activities Cash flows from financing activities Share issue costs Debt issue costs Dividends paid Repayment of corporate notes Proceeds from issue of shares Inflows from borrowings Outflows of borrowings 14 19 20 19 Net cash (outflows)/ inflows from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effects of exchange rate changes on cash Cash and cash equivalents at the end of the financial year 16 The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes. (52,613) (3,250) (128) (67,422) - (358) (36,819) (18,432) (92,810) (86,212) (47) - (5,347) (4,357) (48,131) (62,787) (50,000) (70,000) 139 200,665 195,000 10,000 (103,981) (51,204) (7,020) 16,970 6,117 49,195 209 55,521 22,769 26,453 (27) 49,195 52 G8 EDUCATION LIMITED ANNUAL REPORT 2018            INDEX TO NOTES TO THE FINANCIAL STATEMENTS 1. Financial Overview NOTE 1: SEGMENT INFORMATION NOTE 2: REVENUE NOTE 3: OTHER INCOME NOTE 4: EXPENSES NOTE 5: INCOME TAX AND DEFERRED TAX ASSETS NOTE 6: EARNINGS PER SHARE NOTE 7: CURRENT ASSETS – TRADE AND OTHER RECEIVABLES NOTE 8: CURRENT AND NON-CURRENT ASSETS – OTHER NOTE 9: NON-CURRENT ASSETS – PROPERTY, PLANT AND EQUIPMENT NOTE 10: CURRENT AND NON-CURRENT LIABILITIES – TRADE AND OTHER PAYABLES NOTE 11: CURRENT AND NON-CURRENT LIABILITIES – PROVISIONS 2. Business Combinations, Goodwill & Impairment NOTE 12: CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS NOTE 13: BUSINESS COMBINATIONS NOTE 14: NON-CURRENT ASSETS – INTANGIBLE ASSETS 3. Capital Structure & Financial Risk Management NOTE 15: FINANCIAL RISK MANAGEMENT NOTE 16: CURRENT ASSETS – CASH AND CASH EQUIVALENTS NOTE 17: CURRENT AND NON – CURRENT LIABILITIES – BORROWINGS NOTE 18: DERIVATIVE FINANCIAL INSTRUMENTS NOTE 19: CONTRIBUTED EQUITY NOTE 20: DIVIDENDS NOTE 21: RECONCILIATION OF CASH FLOWS 4. Group Structure NOTE 22: SUBSIDIARIES NOTE 23: PARENT ENTITY DISCLOSURES NOTE 24: DEED OF CROSS GUARANTEE 5. Unrecognised Items NOTE 25: COMMITMENTS NOTE 26: CONTINGENCIES NOTE 27: EVENTS OCCURRING AFTER THE BALANCE SHEET DATE 6. Others NOTE 28: KEY MANAGEMENT PERSONNEL DISCLOSURES NOTE 29: SHARE-BASED PAYMENTS NOTE 30: REMUNERATION OF AUDITORS NOTE 31: RELATED PARTY TRANSACTIONS NOTE 32: OTHER SIGNIFICANT ACCOUNTING POLICIES 54 55 56 56 57 60 61 63 64 66 66 68 69 72 73 81 82 85 87 89 91 92 94 95 97 98 98 98 101 103 103 104 53 G8 EDUCATION LIMITED ANNUAL REPORT 20181. FINANCIAL OVERVIEW Note 1: Segment Information (a) Description of segments The Executive Team (the Chief Operating Decision Maker that makes strategic decisions) considers the business as one Group of centres and regularly reviews operating results at this level to assist and make decisions about the allocation of resources. The Executive Team has therefore identified one operating segment, being the management of child care centres. All revenue in this report was derived from external customers and relates to the single operating segment and the segment disclosure has not altered from the last Annual Report. 31 December 2018 Revenue from external customers Non-current assets* 31 December 2017 Revenue from external customers Non-current assets* Timing of revenue recognition 31 December 2018 Revenue recognised at a point in time Total revenue from contracts with customers Other revenue Total revenue 31 December 2017 Australia Foreign Total Country $’000 $’000 $’000 835,222 1,217,624 16,308 34,089 851,530 1,251,713 772,537 1,152,506 16,506 31,642 789,043 1,184,148 Australia Foreign Total Country $’000 $’000 $’000 820,938 820,938 14,284 16,304 16,304 837,242 837,242 4 14,288 835,222 16,308 851,530 Revenue recognised at a point in time Total revenue from contracts with customers Other revenue Total revenue 757,931 757,931 14,606 16,475 16,475 774,406 774,406 31 14,637 772,537 16,506 789,043 *Non-current assets exclude deferred tax assets and derivative financial instruments 54 G8 EDUCATION LIMITED ANNUAL REPORT 2018    1. FINANCIAL OVERVIEW Note 2: Revenue From continuing operations Sales revenue Revenue from child care centres Funding relating to child care operations Other revenue Management fee Income Total revenue continuing operations Accounting policy Consolidated 2018 $’000 2017 $’000 835,843 13,499 773,516 13,269 849,342 786,785 2,188 2,258 851,530 789,043 Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of discounts, refunds and rebates. The Group elected to adopt the full retrospective approach upon adoption of AASB 15. As there was no change to the measurement or timing of the recognition (i.e. based on when the performance obligation is satisfied) there has been no impact to the Group upon adoption of the new standard and therefore no changes to comparatives were required. Revenue is recognised for the major business activities as follows: (i) Revenue from child care centres Fees paid by families and/or the Australian Government (Child Care Benefit, Child Care Tax Rebate and Child Care Subsidy) are recognised as and when a child attends a child care service, as under AASB15 this is when the customer has consumed the benefits of this service (satisfies its performance obligation). Revenue received in advance from parents, guardians and government is recognised as deferred income and classified as a current liability (i.e. contract liability for performance obligations yet to be satisfied), (see note 10). (ii) Funding related to child care operations Training incentives and additional funding receipts are recognised when there is reasonable assurance that the incentive/receipt will be received and when the relevant conditions have been met as under AASB 120. (iii) Management fee income Fees paid by franchisees are recognised in accordance with the franchise agreement and once the operational support service has been performed, as this is when the Group transfers control of this service (satisfies its performance obligation) to the franchisee. 55 G8 EDUCATION LIMITED ANNUAL REPORT 2018    1. FINANCIAL OVERVIEW Note 3: Other Income Deferred consideration not payable (refer note 13) Licence and other fees Interest Total other income Accounting policy (i) Deferred consideration Refer note 13. (ii) Licence and other fees Consolidated 2018 $’000 2,199 4,029 415 6,643 2017 $’000 243 6,473 1,047 7,763 Licence fees are recognised over the term of the licence period as the Group has an enforceable right. (iii) Interest income Interest income is recognised using the effective interest method. 1. FINANCIAL OVERVIEW Note 4: Expenses Profit before income tax includes the following specific expenses: Depreciation (refer note 9) 16,483 13,959 Consolidated 2018 $’000 2017 $’000 Employment costs Wages and salaries Post-employment benefits Share-based payment expense Finance costs Interest and finance charges Foreign exchange loss 466,636 410,807 40,469 - 35,142 (108) 507,105 445,841 28,358 615 28,973 31,379 2,765 34,144 Property rental expenses relating to operating leases Minimum lease payments 98,614 88,300 Bad & doubtful debts (refer note 7) 896 727 56 G8 EDUCATION LIMITED ANNUAL REPORT 2018    1. FINANCIAL OVERVIEW Note 5: Income Tax and Deferred Tax Assets (a) Income tax expense Current tax Deferred tax Under provision prior year Income tax expense Income tax expense is attributable to: Profit from continuing operations Consolidated 2018 $’000 2017 $’000 34,088 36,708 (2,292) (1) 425 67 31,795 37,200 31,795 31,795 37,200 37,200 Deferred income tax expense included in income tax expense comprises: (Increase) / decrease in deferred tax assets (2,292) 425 (b) Numerical reconciliation of income tax expense to prima facie tax payable Profit from continuing operations before income tax expense Tax on operations at the Australian tax rate of 30% (2017: 30%) 103,626 31,088 117,781 35,334 Tax effect of amounts which are not deductible (taxable) in calculating taxable income Adjustments relating to prior year Entertainment Deferred consideration not payable Acquisition related costs – not deductible Other non-allowable items Difference in overseas tax rates Income tax expense Weighted average tax rate (1) 224 (403) 968 2 (83) 67 140 (73) 1,336 218 178 31,795 30.7% 37,200 31.6% (c) Amounts recognised directly in equity Aggregate current and deferred tax arising in the reporting year and not recognised in the consolidated income statement but directly debited or credited to equity Net deferred tax – (credited) / debited directly to equity (656) 1,230 57 G8 EDUCATION LIMITED ANNUAL REPORT 2018    1. FINANCIAL OVERVIEW Note 5: Income Tax and Deferred Tax Assets (continued) Deferred tax asset The balance comprises temporary differences attributable to: Employee benefits Cash flow hedging Share issue transaction costs Total Other s40-880 deductions Provision for doubtful debts Accrued expenses Foreign exchange loss (derivatives) Provisions Total other Consolidated 2018 $’000 2017 $’000 10,017 168 998 11,183 670 492 4,250 1,850 1,621 8,883 8,764 838 1,861 11,463 194 282 3,038 1,670 298 5,482 Total deferred tax assets 20,066 16,945 Deferred tax liability Buildings Make good Prepayments Total deferred tax liability Net deferred tax asset At 1 January 2017 Charged to the consolidated income statement Charged directly to equity At 31 December 2017 Charged to the consolidated income statement Charged directly to equity At 31 December 2018 58 (220) (1,414) (576) (2,210) (217) - (508) (725) 17,856 16,220 Employee Benefits Share Issue Transaction Other Total $’000 8,510 254 - 8,764 1,253 - 10,017 Costs $’000 1,295 (1,041) 1,607 1,861 (877) 14 998 $’000 5,610 362 (377) $’000 15,415 (425) 1,230 5,595 16,220 1,916 (670) 2,292 (656) 6,841 17,856 G8 EDUCATION LIMITED ANNUAL REPORT 2018                              1. FINANCIAL OVERVIEW Note 5: Income Tax and Deferred Tax Assets (continued) Tax consolidation (i) Members of the tax consolidated group and the tax sharing agreement G8 Education Ltd (G8 Education) and its 100% owned Australian resident subsidiaries formed a tax consolidated group with effect from 3 December 2007. G8 Education is the head entity of the tax consolidated group. Members of the tax consolidated group have entered into a tax sharing agreement that provides for the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. No amounts have been recognised in the financial statements in respect of this agreement on the basis that the possibility of default is remote. (ii) Tax effect accounting by members of the tax consolidated group Measurement method adopted under AASB Interpretation 1052 Tax Consolidation Accounting The head entity and the controlled entities in the tax consolidated group continue to account for their own current and deferred tax amounts. The Group has applied the group allocation approach in determining the appropriate amount of current taxes and deferred taxes to allocate to members of the tax consolidated group. The current and deferred tax amounts are measured in a systematic manner that is consistent with the broad principles in AASB 112 Income Taxes. The nature of the tax funding agreement is discussed further below. In addition to its own current and deferred tax amounts, the head entity also recognises current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group. Nature of the tax funding agreement Members of the tax consolidated group have entered into a tax funding agreement. Under the funding agreement, the funding of tax within the Group is based on an acceptable method of allocation under AASB Interpretation 1052. The tax funding agreement requires payments to/from the head entity to be recognised via an inter-entity receivable (payable) which is at call. To the extent that there is a difference between the amount charged under the tax funding agreement and the allocation under AASB Interpretation 1052, the head entity accounts for these as equity transactions with the subsidiaries. The amounts receivable or payable under the tax funding agreement are due upon receipt of the funding advice from the head entity, which is issued as soon as practicable after the end of each financial year. The head entity may also require payment of interim funding amounts to assist with its obligations to pay tax instalments. (iii) Tax related contingencies At 31 December 2018 there are no tax related contingencies (2017: nil). Accounting policy The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the notional income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company’s subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. G8 Education and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation. As a consequence, these entities are taxed as a single entity and the deferred tax assets and liabilities of these entities are set off in the consolidated financial statements. Current and deferred tax is recognised in the consolidated income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. 59 G8 EDUCATION LIMITED ANNUAL REPORT 20181. FINANCIAL OVERVIEW Note 6: Earnings per Share Consolidated 2018 CPS 2017 CPS (a) Basic earnings per share Profit attributable to the ordinary equity holders of the company 15.87 18.92 (b) Diluted earnings per share Profit from continuing operation attributable to the ordinary equity holders of the Company 15.87 18.91 (c) Reconciliation of earnings used in calculating earnings per share Basic earnings per share Profit attributable to the ordinary equity holders of the Company used in calculating basic earnings per share 71,831 80,581 Diluted earnings per share Profit attributable to the ordinary equity holders of the Company used in calculating diluted earnings per share 71,831 80,581 $’000 $’000 (d) Weighted average number of shares used as the denominator Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share 452,819,479 425,942,976 Number Number Adjustments for calculation of diluted earnings per share: Performance rights* - 141,348 Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share 452,819,479 426,084,324 * If 31 December 2018 were the end of the contingency period nil shares would be issuable. Accounting policy (i) Basic earnings per share Basic earnings per share is calculated by dividing: • the profit attributable to owners of the Company, excluding any costs of servicing equity other than ordinary shares • by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year. (ii) Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account: • the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares; and • the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. 60 G8 EDUCATION LIMITED ANNUAL REPORT 2018  1. FINANCIAL OVERVIEW Note 7: Current Assets – Trade and Other Receivables Trade receivables Allowance for impairment of receivables (note (a) below) GST receivable Other debtors Consolidated 2018 $’000 24,092 (1,721) 22,371 1,633 12,498 2017 $’000 20,525 (1,013) 19,512 1,007 9,847 Total trade and other receivables 36,502 30,366 (a) Impaired trade receivables As at 31 December 2018 current trade receivables of the Group were assessed for impairment. The allowance for expected credit losses recognised during the year was $1,721,174 (2017: $1,013,345). Movements in the allowance for expected credit losses of receivables are as follows: Opening balance Allowance for impairment recognised during the year (refer note 4) Receivables written off during the year as uncollectable Closing balance Consolidated 2018 $’000 1,013 896 (188) 1,721 2017 $’000 718 727 (432) 1,013 The creation and release of the provision for impaired receivables has been included in ‘other expenses’ in the consolidated income statement. Amounts charged to the allowance account are generally written off when there is no expectation of recovery. 61 G8 EDUCATION LIMITED ANNUAL REPORT 2018  1. FINANCIAL OVERVIEW Note 7: Current Assets – Trade and Other Receivables (continued) (b) Past due but not impaired As at 31 December 2018, trade receivables of $6,046,442 (2017: $6,241,527) were past due but not impaired. These relate to a number of customers for whom there is no recent history of default and for which full payment is expected. The ageing analysis of these trade receivables is as follows: Up to 3 months 3 to 6 months Over 6 months (c) Fair value and credit risk 2018 $’000 5,826 51 169 2017 $’000 6,064 14 164 6,046 6,242 Due to the short-term nature of these receivables, their carrying amount is considered to approximate their fair value. Information concerning the credit risk of receivables is set out in note 15. Accounting policy Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. Trade receivables represent child care fees receivable from families (parent fees) and/or the Australian Government. Under the Child Care Management System (CCMS), implemented in July 2008, Child Care Benefits are generally paid weekly in arrears by the Australian Government based on the actual attendance and entitlement of each child attending the child care centre. The Child Care Subsidy (CCS), implemented in July 2018, operates in the same manner. Parent fees are required to be paid one week in advance. The parent fees receivable relates to child care fees where amounts are past due and not paid in advance. The Group applied the expected credit loss (ECL) model. For trade and other receivables and deposits on acquisition, the Group has applied the standard’s simplified approach whereby the loss allowance is measured at an amount equal to lifetime expected credit losses. The Group assesses expected credit losses in a way that reflects: An unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes; • The time value of money; and • Reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecast of future economic conditions. The Group has established a calculation that is based on the Group’s historic credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. 62 G8 EDUCATION LIMITED ANNUAL REPORT 2018    1. FINANCIAL OVERVIEW Note 8: Current and Non-Current Assets – Other Current Prepayments Inventory Deposits Total other current assets Non-current Deposits on acquisitions Prepayments Deposits Total other non-current assets Total other current and non-current assets Accounting policy Consolidated 2018 $’000 7,062 5,698 1,360 14,120 2017 $’000 5,500 4,463 2,398 12,361 24,200 29,443 692 655 25,547 39,667 1,456 1,374 32,273 44,634 Deposits on acquisitions relate to deposits made for the purchase of centres. Once settled the amount transferred forms part of the business combination accounting. Inventories relate to childcare centre consumables. These are measured at the lower of cost and net realisable value. Any write down in the value of the inventory due to obsolescence is booked as an expense when the inventory becomes obsolete. Current replacement cost is the cost the Group would incur to acquire or replace inventories held for distribution at balance date. 63 G8 EDUCATION LIMITED ANNUAL REPORT 2018  1. FINANCIAL OVERVIEW Note 9: Non-Current Assets – Property, Plant and Equipment Buildings Vehicles Furniture, Make good Total fittings and equipment $’000 $’000 $’000 $’000 $’000 Consolidated Year ended 31 December 2018 Opening net book amount 4,146 251 54,429 5,080 63,906 Additions through business combinations (refer note 13) Provision Additions Disposals Depreciation charge Effect of foreign exchange on depreciation Closing net book amount At 31 December 2018 Cost Accumulated depreciation Net book amount - - - - (152) - 3,994 5,046 (1,052) 3,994 276 - 10 (53) (101) - 383 6,706 - 37,778 (647) (15,696) - 170 - - 6,982 170 37,788 (700) (534) (16,483) 47 - 47 82,617 4,716 91,710 1,412 (1,029) 383 145,778 (63,161) 82,617 5,250 (534) 4,716 157,486 (65,776) 91,710 Buildings Vehicles Furniture, Make Good Total fittings and equipment $’000 $’000 $’000 $’000 $’000 Consolidated Year ended 31 December 2017 Opening net book amount 4,298 312 50,235 Additions through business combinations (refer note 13) Initial provision Additions Disposals Depreciation charge Effect of foreign exchange on depreciation Closing net book amount At 31 December 2017 Cost Accumulated depreciation Net book amount 64 - - - - (152) - 4,146 5,046 (900) 4,146 - - 5,080 - - - - 54,845 815 5,080 18,187 (1,055) (13,959) (7) - - - (5) (56) - 251 815 - 18,187 (1,050) (13,751) (7) 54,429 5,080 63,906 1,179 (928) 251 101,812 (47,383) 54,429 5,080 - 113,117 (49,211) 5,080 63,906 G8 EDUCATION LIMITED ANNUAL REPORT 20181. FINANCIAL OVERVIEW 1. FINANCIAL OVERVIEW 1. FINANCIAL OVERVIEW 1. FINANCIAL OVERVIEW Note 9: Non-Current Assets – Property, Plant and Equipment (continued) Note 9: Non-Current Assets – Property, Plant and Equipment (continued) Note 9: Non-Current Assets – Property, Plant and Equipment (continued) Note 9: Non-Current Assets – Property, Plant and Equipment (continued) (a) Leasehold Improvements Furniture, fittings and equipment includes the following amounts that are leasehold improvements: Cost Accumulated depreciation Net book amount Consolidated 2018 $’000 91,681 2017 $’000 64,894 (30,908) (21,448) 60,773 43,446 (b) Non-current assets pledged as security Refer to note 17 for information on the non-current assets pledged as security by the Company and its controlled entities.  Accounting policy Property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable the future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the consolidated income statement during the reporting year in which they are incurred. Depreciation for vehicles is calculated using the diminishing value method and on other assets calculated using the straight-line method to allocate their cost net of their residual values, over their estimated lives, as follows: • Buildings: 40 years • Vehicles: 3 – 12 years • Furniture, fittings and equipment: 2 – 15 years • Leasehold Improvements: 5 – 15 years The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are included in the consolidated income statement. Refer to note 11(b) for accounting policy on make good. 65 G8 EDUCATION LIMITED ANNUAL REPORT 2018  1. FINANCIAL OVERVIEW Note 10: Current and Non-Current Liabilities – Trade and Other Payables Trade payables (i) Contingent consideration Centre enrolment advances (i) Other payables and accruals (i) Acquisitions payables Total current Lease accounting liability (ii) Contingent consideration Total non-current Accounting policy Notes 13 13 Consolidated 2018 $’000 16,742 1,969 3,286 42,886 3,028 67,911 4,542 718 5,260 2017 $’000 9,343 13,546 5,845 35,170 1,999 65,903 312 755 1,067 These amounts represent liabilities for goods and services provided to the Group prior to the end of the year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months from the reporting date. (i) Trade and other payables are non-interest bearing and are normally settled on 30-day terms. (ii) Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the life of the lease term. 1. FINANCIAL OVERVIEW Note 11: Current and Non-Current Liabilities – Provisions Current liabilities Employee benefits (note (a) below) Total current Non-current liability Employee benefits Make good provision (note (b) below) Total non-current Consolidated 2018 $’000 29,988 29,988 3,537 5,398 8,935 2017 $’000 26,096 26,096 3,241 5,080 8,321 (a) Amounts not expected to be settled within the next 12 months The current provision for employee benefits includes accrued annual leave and long service leave. For long service leave, it covers all unconditional entitlements where employees have completed the required period of service and also those where employees are entitled to pro-rata payments in certain circumstances. The entire amount of the annual leave provision is presented as current since the Group does not have an unconditional right to defer settlement for any of these obligations. However, based on past experience, the Group does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months. The following amounts reflect leave that is not expected to be taken or paid within the next 12 months. 66 G8 EDUCATION LIMITED ANNUAL REPORT 2018    1. FINANCIAL OVERVIEW Note 11: Current and Non-Current Liabilities – Provisions (continued) Leave obligations expected to be settled after 12 months Accounting policy (i) Short term obligations Consolidated 2018 $’000 4,454 4,454 2017 $’000 4,743 4,743 Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled wholly within 12 months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. The liability for annual leave is recognised in the provision for employee benefits. All other short-term employee benefit obligations are presented as payables. (ii) Other long-term employee benefit obligations The liability for long service leave and in particular cases, annual leave, is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and years of service. Expected future payments are discounted using market yields at the reporting date on corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. (iii) Share-based payments Share-based payments made to employees and others providing similar services, that grant rights over the shares of the parent entity, G8 Education, are accounted for as equity-settled share-based payment transactions when the rights over the shares are granted by G8 Education. Equity-settled share based-payments with employees and others providing similar services are measured at the fair value of the equity instrument at the grant date. Fair value is measured using the Black-Scholes option pricing model. The expected life used in the model has been adjusted, based on directors’ best estimates, for the effects of non-transferability, exercise restrictions, and behavioural considerations. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest. At each reporting date, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in the consolidated income statement over the remaining vesting period, with corresponding adjustment to the equity-settled employee benefits reserve. (b) Make good provision Costs required to return certain leased premises to their original condition as set out in the lease agreements are recognised as a provision in the financial statements. The provision has been calculated as an estimate of future costs and discounted to present value. 67 G8 EDUCATION LIMITED ANNUAL REPORT 2018    2. BUSINESS COMBINATIONS, GOODWILL & IMPAIRMENT Note 12: Critical Accounting Estimates and Judgements Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The resulting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. (i) Estimated impairment of goodwill The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in note 14. The recoverable amounts of goodwill have been determined based on value-in-use calculations. These calculations require the use of assumptions. Refer to note 14 for details of these assumptions and the potential impact of changes to these assumptions. (ii) Deferred contingent consideration on acquisition of businesses The Group includes the fair value of deferred contingent consideration as a liability for the acquisition of a business where it expects the earn-out target to be met. This judgement is based on operational due diligence and knowledge of the business trading conditions including location, occupancy and profitability at the time of settlement. Where outside the measurement period under AASB 3 Business combinations, if the earn out target is not met then the amount not paid of the deferred contingent consideration is taken to the consolidated income statement as a credit and the corresponding entry against the liability. (iii) Long service leave The liability for long service leave is recognised as a provision for employee benefits and measured at the present value of estimated future payments to be made in respect of services provided by employees up to the end of the reporting period. The provision is calculated using expected future increases in wage and salary rates including related on-costs and expected settlement dates based on staff turnover history. 68 G8 EDUCATION LIMITED ANNUAL REPORT 20182. BUSINESS COMBINATIONS, GOODWILL & IMPAIRMENT Note 13: Business Combinations The acquisitions below have increased the Group’s market share and are expected to reduce costs per centre through economies of scale. The goodwill is attributable to the future profitability of the acquired businesses. During the year the Group purchased 16 centres from various vendors as outlined below: Number of centres State Purchase consideration Cash consideration Purchase price adjustments (to cash) Contingent consideration Total purchase consideration Assets and liabilities acquired at fair value Property, plant and equipment Net identifiable assets/(liabilities) acquired Goodwill 6 SA/WA/ NSW/QLD $’000 6,564 (635) 1,793 7,722 102 102 7,620 7,722 6 NSW $’000 24,271 (46) 2,692 26,917 3,499 3,499 23,418 26,917 4 VIC $’000 12,529 - 1,769 14,298 3,106 3,106 11,192 14,298 16 TOTAL $’000 43,364 (681) 6,254 48,937 6,707 6,707 42,230 48,937 Revenue and profit contribution from the date of acquisition to period end 31 December 2018 (i) Revenue Profit/(Loss) before tax 4,949 (380)  3,002 (1,072)  573 8,524 (1,628)  (3,080)  (i) The loss for the period was $3.1m, the centres commenced operating on acquisition by G8 Education, therefore there is no full year operating results to report. Acquisition costs of $5,450,530 (2017: $3,422,860) are included in the consolidated income statement. As at 31 December 2018 accounting for the 2018 acquisitions are provisional in nature due to final completion statements not being received at year end. No goodwill is deductible for tax purposes. 69 G8 EDUCATION LIMITED ANNUAL REPORT 2018  2. BUSINESS COMBINATIONS, GOODWILL & IMPAIRMENT Note 13: Business Combinations (continued) During the year accounting adjustments were made to provisional amounts recognised in 2017 as outlined below: Purchase consideration Cash consideration Purchase price adjustments (to cash) Contingent consideration Total purchase consideration Assets and liabilities acquired at fair value Property, plant and equipment Employee benefit liabilities Net identifiable assets/(liabilities) acquired Goodwill 2017 Adjustments Australia $’000 (335) (274) (767) (1,376) 276 (35) 241 (1,617) (1,376) The above amounts relate to accounting adjustments for assets and liabilities taken on at acquisition date but not finalised at 31 December 2017. Contingent Consideration As part of the purchase agreement with previous owners a portion of the consideration was determined to be contingent, based on the performance of the acquired business. The following table outlines the additional cash payments to the previous owners upon meeting specified performance conditions: Total potential contingent consideration payable Carrying value At 31 December 2018 $’000 $’000 Conditions Acquisition of 3 centres* Acquisition of 1 centre Total 1,969 1,050 3,019 1,969 718 2,687 24 month performance hurdle based on EBIT 19 years occupancy hurdle based on licence capacity *The Group has assessed these hurdles will be reached within 12 months and accordingly have recorded these amounts as current. 70 G8 EDUCATION LIMITED ANNUAL REPORT 2018    During the year accounting adjustments were made to provisional amounts recognised in 2017 as outlined below: A reconciliation of the fair value of the contingent consideration liability is provided below:  2. BUSINESS COMBINATIONS, GOODWILL & IMPAIRMENT Note 13: Business Combinations (continued) 2017 Adjustments Australia $’000 (335) (274) (767) (1,376) 276 (35) 241 (1,617) (1,376) Purchase consideration Cash consideration Purchase price adjustments (to cash) Contingent consideration Total purchase consideration Assets and liabilities acquired at fair value Property, plant and equipment Employee benefit liabilities Net identifiable assets/(liabilities) acquired Goodwill finalised at 31 December 2017. Contingent Consideration The above amounts relate to accounting adjustments for assets and liabilities taken on at acquisition date but not As part of the purchase agreement with previous owners a portion of the consideration was determined to be contingent, based on the performance of the acquired business. The following table outlines the additional cash payments to the previous owners upon meeting specified performance conditions: Total potential Carrying contingent consideration payable $’000 1,969 1,050 3,019 value 1,969 718 2,687 At 31 December 2018 Acquisition of 3 centres* Acquisition of 1 centre Total $’000 Conditions 24 month performance hurdle based on EBIT 19 years occupancy hurdle based on licence capacity *The Group has assessed these hurdles will be reached within 12 months and accordingly have recorded these amounts as current. Financial liability for contingent consideration as at 31 December Consolidated 2018 $’000 14,301 2017 $’000 4,752 Write back of contingent consideration to the consolidated income statement for performance condition not met – other income (refer note 3) (2,199) (243) Write back of contingent consideration to goodwill for performance condition not met Fair value adjustments Contingent consideration paid Contingent consideration for new acquisitions Total contingent consideration payable as at 31 December (805) 38 (14,902) 6,254 2,687 - 76 (4,231) 13,947 14,301 Accounting policy The acquisition method of accounting is used to account for all business combinations. Cost is measured as the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange. Where equity instruments are issued in an acquisition, the fair value of the instruments is their published market price as at the date of exchange. Acquisition costs paid by the Company are expensed. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions. Contingent consideration is classified as a financial liability. Amounts classified as a financial liability that are subsequently not required to be paid at the end of the earn out period or are re-estimated during the period are recognised as other income. 71 G8 EDUCATION LIMITED ANNUAL REPORT 2018    2. BUSINESS COMBINATIONS, GOODWILL & IMPAIRMENT Note 14: Non-Current Assets – Intangible assets Consolidated Opening net book amount Additions Adjustments in respect of prior year acquisitions Disposal of centres Exchange differences Goodwill $’000 1,087,969 42,230 (1,617) - 2,624 2018 Intellectual Property $’000 Total 2017 Total $’000 $’000 - 1,087,969 1,015,002 3,250 45,480 73,602 - - - (1,617) - 2,624 225 (851) (9) Closing net book amount 1,131,206 3,250 1,134,456 1,087,969 Cost Accumulated impairment Net book amount The Group divested 8 centres during 2018 (2017: 22). (a) Impairment tests - 1,142,258 3,250 1,145,508 1,099,021 (11,052) - (11,052) (11,052) 1,131,206 3,250 1,134,456 1,087,969 Goodwill and intellectual property are monitored and tested for impairment on an operating segment level as outlined in the accounting policy below. The recoverable amount of the child care centre assets is determined based on value-in-use calculations. These calculations use cash flow projections based on budgets for 2019 and then extrapolated using estimated growth rates. The growth rate does not exceed the long-term average growth rate for the business. For the purposes of intangible assets impairment testing, the recoverable amount is compared to the carrying amount of the assets of the Group, which aside from goodwill and intellectual property, also includes the fixed assets of the child care centres and working capital. (b) Key assumptions used for value-in-use calculation The value-in-use calculation is based on forecast EBITDA which is a function of each of the following key assumptions, occupancy, child care fees and centre expenses. Occupancy and child care fees are based on the current market conditions plus anticipated annual increases. Centre expenses include the following key items: • Centre wages – based on industry award standards and forecast to increase by the historically established wage cost as a percentage of revenue which is driven by future growth in occupancy; • Centre occupancy expenses – based on current operating leases and increased by a historically established occupancy cost as a percentage of revenue which is driven by future growth in occupancy; and • Other child care expenses – driven by historical expenditure and future occupancy growth. The anticipated occupancy reflects seasonal factors and underlying growth in occupancy achieved from the implementation of the Group’s strategies. Economic occupancy levels represent the key to financial success for the Group given the largely fixed cost-base of child care centres. The impairment model has the following key attributes: • Pre-tax discount rate of 12% (2017: 13%); the reduction in the weighted average cost of capital reflects the refinance of the Group’s Syndicated Debt Facilities and the amendment to the dividend policy during the year. • Full support office costs allocation; and • Forecast period of 3 years plus a terminal growth calculation with a growth rate of 0% (2017: 0%). (c) Impairment charge The assessment of the discount rate calculation is based on the specific circumstances of the Group and is derived from its weighted average cost of capital (WACC). The WACC takes into account both debt and equity. The cost of equity is derived from the expected return on investment by the Group’s investors. The cost of debt is based on the interest-bearing borrowings of the Group. Management have determined no impairment was required as at 31 December 2018 (2017: nil). The Group has completed a sensitivity analysis on its impairment model and no reasonably possible movement in the key assumptions would give rise to an impairment loss. 72 G8 EDUCATION LIMITED ANNUAL REPORT 20183. CAPITAL STRUCTURE & FINANCIAL RISK MANAGEMENT Note 15: Financial Risk Management The Group’s activities expose it to a variety of financial risks: interest rate risk, credit risk, foreign exchange risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group uses derivative financial instruments to hedge certain risk exposures. Derivatives are exclusively used for hedging purposes, i.e. not as trading or other speculative instruments. The Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate, and other risks, and ageing analysis for credit risk under the expected credit loss model. The risk management of the Group is conducted in a manner consistent with policies approved by the Board. The Board provides principles for overall risk management, as well as policies covering specific areas, such as, interest rate risk, credit risk, foreign exchange risk and investment of excess liquidity. The Group holds the following financial instruments: Derivatives Derivatives Financial Financial Total used for used for assets at assets at cash flow fair value fair value amortised 2018 Financial assets Cash and cash equivalents Trade and other receivables Deposits on acquisitions Derivative financial instruments 2017 Financial assets Cash and cash equivalents Trade and other receivables Deposits on acquisitions Derivative financial instruments hedges hedges $’000 $’000 $’000 - - - - - - (560) (560) 11,397 11,397 - - 24,200 - cost $’000 55,521 36,502 - - $’000 55,521 36,502 24,200 10,837 24,200 92,023 127,060 - - - - - - - - - - - - 29,443 622 49,209 29,298 - - 49,209 29,298 29,443 622 30,065 78,507 108,572 73 G8 EDUCATION LIMITED ANNUAL REPORT 2018    3. CAPITAL STRUCTURE & FINANCIAL RISK MANAGEMENT Note 15: Financial Risk Management (continued) 2018 Financial liabilities Trade and other payables Borrowings 2017 Financial liabilities Trade and other payables Borrowings Derivative financial instrument Derivatives used for cash flow hedges Derivatives used for fair value hedges Liabilities at amortised cost Total $’000 $’000 $’000 $’000 - - - - - - - - - - 2,793 2,793 11,013 11,013 36,733 371,754 36,733 371,754 408,487 408,487 35,030 35,030 303,494 303,494 - 13,806 338,524 352,330 The Group also has contingent consideration measured at fair value as disclosed in Note 13. (a) Foreign exchange risk The Group has operations and borrowings in Singapore and is exposed to foreign exchange risk associated with the Singapore dollar. Foreign exchange risk arises from future commercial transactions and from recognised assets and liabilities denominated in a currency that is not the entity’s functional currency. The foreign exchange risk associated with the Singapore operations is managed through a natural hedge as the cash flows from the Singapore operations are denominated in Singapore dollars. The Group also has current Singapore dollar denominated corporate notes outstanding with a total value of SGD$270m. On 18 May 2016 the Group entered into a cross currency swap agreement to hedge against 1) changes to the AUD/SGD forward rate at inception to mitigate the foreign exchange exposure on the highly probable repayment of SGD denominated borrowings (Senior Unsecured Notes issued under G8 Education’s SGD$600m Multicurrency Issuance Program); and 2) the foreign exchange exposure on the coupon payments associated with the SGD$270m corporate notes where the group pays 6.54% on AUD$269,892,043 and receives 5.50% on SGD$270m. On the 18 May 2016, the Group purchased an AUD/SGD call option with a notional value of SGD$270m, strike price of $1.175 and maturity date of 18 May 2019. This instrument is not designated as a hedge instrument and was purchased as an additional layer of counterparty security that ultimately eliminated collateral posting requirements. The movement in the value of this option is recognised through the consolidated income statement (refer note 4). 74 G8 EDUCATION LIMITED ANNUAL REPORT 2018  3. CAPITAL STRUCTURE & FINANCIAL RISK MANAGEMENT Note 15: Financial Risk Management (continued) The Group’s exposure to foreign currency risk at the end of the reporting period, expressed in Singapore dollars, was as follows: Cash and cash equivalents Trade receivables Borrowings* Trade payables 2018 2017 SGD $’000 SGD $’000 2,298 896 2,333 572 (270,000) (265,748) (161) (324) (266,967) (263,167) *The Group entered into a cross currency swap to hedge against foreign exchange exposure on SGD borrowings whereby foreign exchange risk is mitigated by fair value movements being fully hedged. The SGD to AUD exchange rate at 31 December 2018 was 1.0394 (2017: 0.9581). Amounts recognised in the consolidated income statement and other comprehensive income (refer note 4). During the year, the following foreign-exchange related amounts were recognised in the consolidated income statement and other comprehensive income: Amounts recognised in the consolidated income statement Exchange gains/(losses) on foreign currency borrowing included in finance costs Net revaluation of cross currency swap included in finance costs – SGD borrowings Net revaluation of the AUD/SGD call option included in finance costs Net gains recognised in other comprehensive income Translation of foreign operations Net revaluation of the cross currency swap – SGD borrowings 2018 $’000 (11,396) 11,396 (622) (622) 2018 $’000 2,778 1,626 2017 $’000 10,985 (11,013) (2,737) (2,765) 2017 $’000 (23) 1,921 Sensitivity As shown in the table above, the Group’s only foreign exchange risk relates to changes in AUD/SGD exchange rates. The sensitivity of profit or loss to changes in the exchange rates arises mainly from SGD-dollar denominated borrowings. The group has in place a cross currency swap to fully hedge against foreign currency exposure on SGD borrowings. Due to the effective nature of the hedge arrangement there is no material impact on post tax profits. 75 G8 EDUCATION LIMITED ANNUAL REPORT 2018    3. CAPITAL STRUCTURE & FINANCIAL RISK MANAGEMENT Note 15: Financial Risk Management (continued) Accounting policy (i) Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Australian dollars, which is G8 Education’s functional and presentation currency. (ii) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated income statement except when they are deferred in equity as qualifying cash flow hedges and qualifying net investment in a foreign operation. Foreign exchange gains and losses that relate to borrowings are presented in the consolidated income statement, within finance costs. All other foreign exchange gains and losses are presented in the consolidated income statement on a net basis within other income or other expenses. Non-monetary items that are measured at fair value in a foreign currency and are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. (iii) Group companies The results and financial position of foreign operations that have a functional currency different from the presentation currency are translated into the presentation currency as follows: 1. Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet 2. Income and expenses for each consolidated income statement and statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and 3. All resulting exchange differences are recognised in other comprehensive income. On consolidation, exchange differences arising from the translation of any net investment in foreign entities and of borrowings and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and are translated at the closing rate. (b) Interest rate risk Cash flow and fair value interest rate risk The Group’s main interest rate risk arises from long term borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk if the borrowings are carried at fair value. G8 Education’s fixed and floating borrowing mix is to be monitored by management and reported to the Board on a regular basis (at least quarterly). Derivative products may be used to manage G8 Education’s interest rate risk profile but any hedging undertaken is subject to Board approval and will not exceed the level of floating rate exposure. During 2018 and 2017, the Group’s borrowings at variable rates where denominated in Australian dollars only. 76 G8 EDUCATION LIMITED ANNUAL REPORT 20183. CAPITAL STRUCTURE & FINANCIAL RISK MANAGEMENT Note 15: Financial Risk Management (continued) The Group’s fixed rate borrowings and receivables are carried at amortised cost. They are therefore not subject to interest rate risk as defined in AASB 9, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates. The corporate notes denominated in Singapore dollars are all fixed rate notes. Instruments used by the Group During 2016, the group entered into a cross currency swap as set out in note 15(a). As at the reporting date, the Group had the following variable rate borrowings outstanding: Corporate Notes Subordinated Facility 2 Net exposure to cash flow interest rate risk 31 December 2018 31 December 2017 Balance Total Loans Balance Total Loans $’000 - 47,200 47,200 % - 13% 13% $’000 50,000 - 50,000 % 16% - 16% An analysis by maturities is provided in 15(d) following. Amounts recognised in the consolidated income statement and other comprehensive income The following losses were recognised in the consolidated income statement and other comprehensive income in relation to cross currency swap designated as a cash flow hedge: Amounts recognised in other comprehensive income Losses recognised as a result of cross currency swap designated as cash flow hedge Group sensitivity 2018 $’000 2017 $’000 (1,626) (1,921) At 31 December 2018, if interest rates had changed by – 0.25%/+ 0.25% absolute from the year end rates with all other variables held constant, post-tax profit for the year would have been $82,374 higher or $82,374 lower respectively (net profit for 2017: $87,260 higher or $87,260 lower respectively). (c) Credit risk Credit risk is managed on a Group basis. Credit risk arises from cash and cash equivalents, favourable derivative financial instruments and deposits with banks and financial institutions, as well as credit exposures to trade and other debtors. For banks and financial institutions, only independently rated parties with a minimum rating of ‘A’ are accepted. The maximum exposure to credit risk at the reporting date is the carrying amount of the financial assets as summarised below. Trade debtor credit risk is managed by requiring child care fees to be paid in advance. Outstanding debtor balances are reviewed weekly and followed up in accordance with the Group’s debt collection policy. Credit risk is also minimised by federal government funding in the form of child care subsidy, the Federal Government is considered to be a high quality debtor. Analysis of the ageing of receivables is performed in note 7. 77 G8 EDUCATION LIMITED ANNUAL REPORT 20183. CAPITAL STRUCTURE & FINANCIAL RISK MANAGEMENT Note 15: Financial Risk Management (continued) (d) Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities. The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. The Group have sufficient undrawn facilities of $400.0m as at 31 December 2018 to cover current contractual cash flows including the repayment of corporate notes (refer note 17). Financing arrangements Details of financing arrangements are disclosed in note 17. Maturities of financial liabilities The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining term at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant. For interest rate swaps the cash flows have been estimated using forward interest rates applicable at the end of the reporting period. Contractual maturities of financial liabilities Consolidated 2018 $’000 0 to 6 6 to 12 Between Between 2 >5years Total cash Carrying months months 1 and 2 and 5 years contractual amount Non derivative Corporate Note 278,693 - Syndicated Debt Facilities 3,390 3,838 Contingent consideration 411 651 Trade and other payables 36,733 Derivatives Net settled (FX hedge) (10,587) - - years - 7,675 1,057 - - flows - - 278,693 280,678 75,840 64,634 155,377 100,000 225 675 3,019 2,687 - - - - 36,733 36,733 (10,587) (10,837) 78 G8 EDUCATION LIMITED ANNUAL REPORT 2018(d) Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities. The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. The Group have sufficient undrawn facilities of $400.0m as at 31 December 2018 to cover current contractual cash flows including the repayment of corporate notes (refer note 17). Financing arrangements Details of financing arrangements are disclosed in note 17. Maturities of financial liabilities discounting is not significant. For interest rate swaps the cash flows have been estimated using forward interest rates applicable at the end of the reporting period. Contractual maturities of financial liabilities 3. CAPITAL STRUCTURE & FINANCIAL RISK MANAGEMENT Note 15: Financial Risk Management (continued) Contractual maturities of financial liabilities Consolidated 2017 $’000 0 to 6 6 to 12 Between Between 2 >5years Total cash Carrying months months 1 and 2 and 5 years contractual amount years flows Non derivative Corporate Note 56,649 8,946 278,693 Syndicated Debt Facilities Contingent consideration - - - - - - - - 344,288 308,268 - - 2,390 11,306* 225 750 14,671 14,301 The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining term at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual Derivatives undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of Net settled (FX hedge) 1,662 1,678 10,853 Trade and other payables 35,030 - - - - - - 35,030 35,030 14,193 13,806 *Refer note 13 (e) Fair value measurements 0 to 6 6 to 12 Between Between 2 >5years Total cash Carrying months months 1 and 2 and 5 years contractual amount The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. AASB 13 Fair Value Measurement requires disclosure of fair value measurements by level of the following fair value measurement hierarchy: flows i) quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1); ii) inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly 278,693 278,693 280,678 (as prices) or indirectly (derived from prices) (level 2); and Syndicated Debt Facilities 3,390 3,838 75,840 64,634 155,377 100,000 iii) inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3). Contingent consideration 411 651 225 675 3,019 2,687 Trade and other payables 36,733 36,733 36,733 The following table present the Group’s assets and liabilities measured and recognised at fair value on a recurring basis at 31 December 2017 and 31 December 2018: Consolidated 2018 $’000 years 7,675 1,057 - - - - - - - - - - - - Non derivative Corporate Note Derivatives Net settled (FX hedge) (10,587) (10,587) (10,837) 79 G8 EDUCATION LIMITED ANNUAL REPORT 20183. CAPITAL STRUCTURE & FINANCIAL RISK MANAGEMENT Note 15: Financial Risk Management (continued) At 31 December 2018 $’000 Asset Derivatives used for hedging Deposit on acquisitions* Liabilities Derivatives used for hedging Contingent consideration (refer note 13) At 31 December 2017 $’000 Asset Derivative financial asset Deposit on acquisitions* Liabilities Derivatives used for hedging Contingent consideration (refer note 13) *Deposits on acquisitions are fully refundable Level 1 Level 2 Level 3 Total - - - - 10,837 - - - - 24,200 - 2,687 10,837 24,200 - 2,687 Level 1 Level 2 Level 3 Total - - - - 622 - - 622 29,443 29,443 13,806 - - 14,301 - 13,806 14,301 The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. The fair value of the financial instrument equals the carrying value. Specific valuation techniques used to value financial instruments include: • The use of quoted market prices or dealer quotes for similar instruments; • The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves; and • Other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining financial instruments. (i) Cross currency swap The fair value movement on the principal repayment is being treated as a fair value hedge with all movements being recorded through finance costs. The coupon payments associated with the corporate notes have been designated as a cash flow hedge with all movements being recorded in other comprehensive income. (ii) Foreign exchange option On 18 May 2016, the Group purchased an AUD/SGD call option with a notional value of SGD$270.0m strike price of $1.175 and maturity date of 18 May 2019. Under AASB 139, this instrument was not designated as a hedge instrument and was purchased as an additional layer of counterparty security that ultimately eliminated collateral posting requirements. However, following adoption of AASB 9 the Group elected to treat this as a cost of hedging. The movement in the currency basis of the cash flow hedge (and the option) has been recognised within the cost of hedging reserve. 80 G8 EDUCATION LIMITED ANNUAL REPORT 20183. CAPITAL STRUCTURE & FINANCIAL RISK MANAGEMENT Note 16: Current Assets – Cash and Cash Equivalents Cash at bank and in hand Deposits at call Total cash and cash equivalents Consolidated 2018 $’000 38,437 17,084 55,521 2017 $’000 24,611 24,598 49,209 (a) Reconciliation to cash at the end of the year The above figures are reconciled to cash at the end of the financial year as shown in the statement of cash flows as follows: Balance as per above Term deposits held as security against bank guarantees and foreign exchange hedge Balance as per statement of cash flows Consolidated 2018 $’000 55,521 2017 $’000 49,209 - (14) 55,521 49,195 Accounting policy For statement of cash flows presentation purposes, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. 81 G8 EDUCATION LIMITED ANNUAL REPORT 20183. CAPITAL STRUCTURE & FINANCIAL RISK MANAGEMENT Note 17: Current and Non-Current Liabilities – Borrowings 2018 2017 Current Non-current Total Current Non-current Total $’000 $’000 $’000 $’000 $’000 $’000 Unsecured Corporate Notes (a) 280,678 280,678 - - 280,678 50,000 258,268 308,268 280,678 50,000 258,268 308,268 - - 100,000 100,000 100,000 100,000 - - - - - - (1,112) (7,812) (8,924) (95) (4,679) (4,774) 279,566 92,188 371,754 49,905 253,589 303,494 Total unsecured borrowings Secured Syndicated Debt Facilities (b) Total secured borrowings Borrowing costs Total borrowings (a) Corporate notes G8 Education has the following Corporate notes outstanding at year end: Issue Date Face value in Issue currency Repayment date Interest rate % Floating or fixed issue currency $’000 270,000 18 May 2016 SGD 18 May 2019 5.5%* Fixed *SGD bonds are fully hedged at a fixed interest rate of 6.54% on AUD $269m Details of the Group’s exposure to foreign exchange on Singapore denominated borrowings terms are set out in note 15(a) and (e). G8 Education has complied with the financial covenants relating to the AUD and SGD Corporate Notes and Syndicated Debt Facilities during 2018 and 2017 reporting periods. (b) Syndicated Debt Facilities During 2018 the Group entered into a $400m Senior Syndicated Facility, a $100m Subordinated Facility and a $50m letter of credit facility. The Syndicated Debt Facilities were successfully executed on the 19 October 2018. The interest rate payable on the Senior Syndicated Facility and the Subordinated Facility 2 is based on the base rate (BBSW) plus each lender’s margin, which is determined by reference to the Net Leverage Ratio calculated using market standard financial ratios. The interest payable on the Subordinated Facility 1 is a fixed rate. In the event the facilities remain undrawn a commitment fee was payable on the unused and uncancelled amount of the facilities. (c) Interest rate risk exposures Details of the Group’s exposure to interest rate changes on borrowings are set out in note 15(b). 82 G8 EDUCATION LIMITED ANNUAL REPORT 2018              3. CAPITAL STRUCTURE & FINANCIAL RISK MANAGEMENT Note 17: Current and Non-Current Liabilities – Borrowings (continued) The carrying amounts of assets pledged as security for current and non-current borrowings are: Current Floating charge Cash and cash equivalents Trade and other receivables Other current assets Total current assets pledged as security Non-current First mortgage Buildings Floating charge Other non-current assets Vehicles, furniture, fittings and equipment Total non-current assets pledged as security Total assets pledged as security (d) Financing arrangements As at 31 December 2018 the following lines of credit were in place:  Notes 16 7 8 9 8 9 Consolidated 2018 $’000 55,521 36,502 14,120 106,143 2017 $’000 49,209 30,366 12,361 91,936 3,994 4,146 25,547 83,000 112,541 32,273 54,680 91,099 218,684 183,035 83 G8 EDUCATION LIMITED ANNUAL REPORT 2018      3. CAPITAL STRUCTURE & FINANCIAL RISK MANAGEMENT Note 17: Current and Non-Current Liabilities – Borrowings (continued) Credit standby arrangements Total facilities Credit cards Used at balance date Unused at balance date Syndicated Debt Facility Total facilities Used at balance date Unused at balance date Bank guarantee facilities Total facilities Used at balance date Unused at balance date Corporate Notes Total facilities Used at balance date Unused at balance date Consolidated 2018 $’000 2017 $’000 500 (377) 123 500 (158) 342 500,000 200,000 (100,000) - 400,000 200,000 50,000 45,000 (33,233) (36,663) 16,767 8,337 280,678 308,268 (280,678) (308,268) - - The group maintains a secured facility for the provision of bank guarantees to landlords of premises leased by the Group and Syndicated Debt Facilities. (e) Fair value The carrying amounts and fair values of borrowings at balance dates are as reflected in the Balance Sheet. The SGD bond carrying amount is AUD$280.7m which represents fair value. AUD$269.0m is payable to satisfy this liability due to the cross currency swap. Accounting Policy Measurement Borrowings are initially recognised at fair value, net of transaction cost incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the consolidated income statement over the year of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities, which are not an incremental cost relating to the actual draw-down of the facilities, are capitalised to the loan and expensed on a straight-line basis over the term of the facilities. Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in the consolidated income statement as other income or finance costs. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance date. 84 G8 EDUCATION LIMITED ANNUAL REPORT 2018  3. CAPITAL STRUCTURE & FINANCIAL RISK MANAGEMENT Note 18: Derivative Financial Instruments Current asset Cross currency swap contracts – cash flow hedges Cross currency swap contracts – fair value hedge Total current derivative financial instrument asset Non-current asset Foreign exchange option Total non-current derivative financial instrument asset Non-current liability Cross currency swap contracts – cash flow hedges Cross currency swap contracts – fair value hedge Total non-current derivative financial instrument liability Consolidated 2018 $’000 (560) 11,397 10,837 - - - - - 2017 $’000 - - - 622 622 2,793 11,013 13,806 The Group is party to derivative financial instruments in the normal course of business in order to hedge exposure to fluctuations in interest rates and foreign exchange rates in accordance with the Group’s financial risk management policies (refer to note 15). Accounting policy Derivatives are initially recognised at fair value on the date a derivative contract is entered into and subsequently remeasured to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain derivatives as either: (i) Hedges of a particular risk associated with the cash flows of recognised assets and liabilities and highly probable forecast transactions (cash flow hedge); or (ii) Hedges of a particular risk associated with the fair value of recognised assets and liabilities and highly probable forecast transactions (fair value hedge) The Group documents at the inception of the hedging transaction the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items. The fair values of derivative financial instruments used for hedging purposes are disclosed in note 18. The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months; it is classified as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. Fair value hedge The effective portion of changes in the fair value of derivatives that are designated and qualify as fair value hedges is recognised in finance costs in the consolidated income statement and offset with a similar gain or loss on the associated borrowings. There is no ineffectiveness in the year 2018. 85 G8 EDUCATION LIMITED ANNUAL REPORT 2018  3. CAPITAL STRUCTURE & FINANCIAL RISK MANAGEMENT Note 18: Derivative Financial Instruments (continued) Cash flow hedge The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income and accumulated in reserves in equity. The gain or loss relating to the ineffective portion is recognised immediately in the consolidated income statement within other income or other expense. Amounts accumulated in equity are reclassified to the consolidated income statement in the periods when the hedged item affects the consolidated income statement (for instance when the forecast sale that is hedged takes place). The gain or loss relating to the effective portion of interest rate swaps hedging variable rate borrowings is recognised within finance costs. When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the consolidated income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately reclassified to the consolidated income statement. 86 G8 EDUCATION LIMITED ANNUAL REPORT 20183. CAPITAL STRUCTURE & FINANCIAL RISK MANAGEMENT Note 19: Contributed Equity (a) Share capital Ordinary shares fully paid 455,379,630 448,536,926 893,567 876,394 Consolidated Consolidated 2018 2017 Shares Shares 2018 $’000 2017 $’000 (b) Movements in ordinary share capital Details 31 December 2016 balance Dividend reinvestment plan Equity placement Issuance of shares (see note 19c) Transaction costs of shares issued Deferred tax credit recognised directly in equity 31 December 2017 balance Dividend reinvestment plan Issuance of shares (see note 19c) Transaction costs of shares issued Deferred tax credit recognised directly in equity 31 December 2018 balance (c) Shares held in escrow under the executive share plan Balance at the beginning of the financial year Shares transferred to the Group under the plan* Total outstanding at the end of the financial year *Shares forfeited and sold on market due to the discontinuation of the plan. Number of Shares ‘000 $’000 381,097 641,848 10,121 55,904 1,374 - - 37,621 195,658 5,007 (5,347) 1,607 448,496 876,394 6,843 17,129 41 - - 139 (47) (48) 455,380 893,567 Consolidated 2018 2017 Shares Shares ‘000 41 (41) - ‘000 1,415 (1,374) 41 87 G8 EDUCATION LIMITED ANNUAL REPORT 2018                  3. CAPITAL STRUCTURE & FINANCIAL RISK MANAGEMENT Note 19: Contributed Equity (continued) (d) Ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. Ordinary shares have no par value and the Company does not have a limited amount of authorised capital. (e) Dividend reinvestment plan The Company has established a dividend reinvestment plan under which holders of ordinary shares may elect to have all or part of their dividend entitlements satisfied by the issue of new ordinary shares. Shares are issued under the plan. The Company advises the market at the time of announcing the dividend if there will be a discount applied to the market price. (f) Capital risk management The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. Consistent with others in the industry, the Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings less cash and cash equivalents. Total capital is calculated as ‘equity’ as shown in the balance sheet plus net debt. The gearing ratios at 31 December were as follows: Borrowings Less: cash and cash equivalents Net debt Total equity Total capital Gearing ratio Notes 17 16 Consolidated 2018 $’000 2017 $’000 371,754 303,494 (55,521) (49,209) 316,233 254,285 893,482 865,335 1,209,715 1,119,620 26% 23% The Directors assess an appropriate level of gearing based on a leverage rate of less than 45%. Accounting policy Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. 88 G8 EDUCATION LIMITED ANNUAL REPORT 2018  3. CAPITAL STRUCTURE & FINANCIAL RISK MANAGEMENT Note 20: Dividends (a) Ordinary shares Dividends declared or paid during the financial year were as follows: Dividends Financial year 2018 2018 interim dividend (paid on 23 March 2018) 2018 interim dividend (paid on 5 October 2018) Dividend paid during the year ended 31 December 2018 Cash Dividend reinvestment plan Dividend paid during the year ended 31 December 2018 Dividends Financial year 2017 Dividend for the quarter ended 31 December 2016 (paid on 6 January 2017) Dividend for the quarter ended 31 March 2017 (paid on 7 April 2017) Dividend for the quarter ended 30 June 2017 (paid on 7 July 2017) Dividend for the quarter ended 30 September 2017 (paid on 6 October 2017) Dividend paid during the year ended 31 December 2017 Cash Dividend reinvestment plan Dividend paid during the year ended 31 December 2017 CPS Total dividend $’000 10.0 4.5 44,854 20,405 65,259 48,131 17,128 65,259 CPS Total dividend $’000 6.0 6.0 6.0 6.0 22,950 24,117 26,599 26,741 100,407 62,787 37,620 100,407 G8 Education moved to a semi‐annual dividend payment policy from 1 January 2018, with dividends to be declared in the full year and half year results announcements. 89 G8 EDUCATION LIMITED ANNUAL REPORT 20183. CAPITAL STRUCTURE & FINANCIAL RISK MANAGEMENT Note 20: Dividends (continued) (b) Franking credits Consolidated Parent Entity 2018 $’000 2017 $’000 2018 $’000 2017 $’000 Franking credits available for subsequent financial years based on a tax rate of 30% (2017: 30%) 8,025 1,698 8,025 1,698 The above amounts represent the balance of the franking account as at the end of the reporting period, adjusted for: a) Franking credits that will arise from the payment of the amount of the provision for income tax; b) Franking debits that will arise from the payment of dividends recognised as a liability at the reporting date;and c) Franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date. The consolidated amounts include franking credits that would be available to the parent entity if the distributable profits of subsidiaries were paid as dividends. Accounting policy Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the financial year but not distributed at reporting date. 90 G8 EDUCATION LIMITED ANNUAL REPORT 2018  3. CAPITAL STRUCTURE & FINANCIAL RISK MANAGEMENT Note 21: Reconciliation of Cash Flows Reconciliation of profit after tax to net cash flows from operating activities Consolidated Profit for the year Depreciation Foreign exchange gain / (loss) on Singapore Corporate Notes Fair value adjustment to derivatives Net loss on sale of assets Write back of deferred consideration not payable Amortised borrowings costs Bank guarantee fees Write back of make good costs Brokerage fees treated as investing cashflows (Increase)/decrease in deferred tax asset (Increase)/decrease in trade and other debtors Increase/(decrease) in trade and other creditors Increase/(decrease) in contract liabilities Increase/(decrease) in provisions Non- cash employee benefits expense – share based payments Increase/(decrease) in provision for income taxes payable Net exchange differences 2018 $’000 71,831 16,483 - 622 729 (2,199) 4,200 576 147 1,179 (1,636) (4,883) 11,953 (683) 4,119 - 3,508 1 2017 $’000 80,581 13,959 1,921 (23) 1,547 (243) 4,145 - - 1,160 805 (13,355) 936 (1,011) (1,402) (108) 2,673 426 Net cash inflows from operating activities 105,947 92,011 Changes in liabilities arising from financing activities Opening Cash flows balance 1 Jan 2018 Foreign Change in fair value exchange movement Reclass Other Closing balance 31 Dec 2018 $’000 $’000 $’000 $’000 $’000 $’000 $’000 49,905 (50,649) 22,410 Current Interest bearing loans and borrowing Non-current interest bearing loans and borrowings Derivative liability 13,806 - 253,589 91,668 - - - - 255,657 2,244 279,566 (255,657) 2,588 92,188 (24,643) - (10,837) 91 G8 EDUCATION LIMITED ANNUAL REPORT 20183. CAPITAL STRUCTURE & FINANCIAL RISK MANAGEMENT Note 21: Reconciliation of Cash Flows (continued) Opening Cash flows balance 1 Jan 2017 Foreign Change in fair value exchange movement Reclass Other Closing balance 31 Dec 2017 $’000 $’000 $’000 $’000 $’000 $’000 $’000 Current Interest bearing loans and borrowing Non-current interest bearing loans and borrowings - - - 410,649 (111,204) 11,013 Dividends payable 22,950 (12,846) Derivative liability 16,351 - - - - - - (2,545) 49,628 277 49,905 (49,628) (7,241) 253,589 - - (10,104) - - 13,806 4. GROUP STRUCTURE Note 22: Subsidiaries The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy set out in Note 33(b).  Name of Entity Subsidiaries of Company Grasshoppers Early Learning Centres Pty Ltd Togalog Pty Ltd RBWOL Holding Pty Ltd** Ramsay Bourne Holdings Pty Ltd** Bourne Learning Pty Ltd Ramsay Bourne Acquisitions (No.1) Pty Ltd Ramsay Bourne Acquisitions (No.2) Pty Ltd** RBL No. 1 Pty Ltd Ramsay Bourne Licences Pty Ltd Sydney Cove Children’s Centre Pty Ltd** Sydney Cove Children’s Centre B Pty Ltd** Sydney Cove Children’s Centre C Pty Ltd** Sydney Cove Property Holdings Pty Ltd** World Of Learning Pty Ltd** World Of Learning Acquisitions (No.1) Pty Ltd World Of Learning Acquisitions Pty Ltd World Of Learning Licences Pty Ltd G8 KP Pty Ltd Sterling Early Education Finance Pty Ltd** Sterling Early Education Holdings Pty Ltd** Woodland Education Operations Pty Ltd** Kindy Kids Operations Pty Ltd** CG Operations Pty Ltd ** Kool Kids Operations Pty Ltd ** North Shore Childcare Pty Ltd** Ooorama Operations Pty Ltd** 92 Country of incorporation Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Class of Shares/ Units Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary 2018 2017 % 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 % 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 G8 EDUCATION LIMITED ANNUAL REPORT 2018          4. GROUP STRUCTURE Note 22: Subsidiaries (continued) Name of Entity Jacaranda Operations Pty Ltd** Huggy Bear Operations Pty Ltd** Jellybeans Operations Pty Ltd** Jellybeans Attadale (Pty Ltd)** Jane’s Place Operations Pty Ltd** Jolimont Private Education Pty Ltd** WTTS Operations Pty Ltd** BUI Investments Pty Ltd** Derafi Pty Ltd** Alfoom Investments Pty Ltd** Shemlex Pty Ltd** Kindy Kids Village Pty Ltd** Kindy Kids Long Daycare and Preschool Pty Ltd** Three Little Pigs Pty Ltd** A.C.N. 078 042 378 Pty Ltd** ES5 Pty Ltd** Kindy Patch Unit Trust Sydney Cove Children’s Centre Unit Trust Sydney Cove Children’s Centre Unit Trust B Shemlex Investment Unit Trust Shemlex Investments Freehold Unit Trust No 1 Morley Perth Unit Trust Kindy Kids Village Trust Kindy Kids Long Daycare and Preschool Trust Adelaide Montessori Pty Ltd** GW Concord Pty Ltd** GW Chatswood Pty Ltd** GW Macquarie Park Pty Ltd** GW Brookvale Pty Ltd** GW Bronte Pty Ltd** GW Katoomba Pty Ltd** GW Gladesville Pty Ltd** GW Frenchs Forest Pty Ltd** GW Prep Holdings Pty Ltd** Lane Cove CCC Unit Trust Lane Cove CCC Pty Ltd** Waterloo CCC Unit Trust Waterloo CCC Pty Ltd** GW Chatswood Unit Trust Homebush CCC Pty Ltd Homebush CCC Unit Trust G8 Education Singapore Pte. Ltd. Cherie Hearts Corporate Pte. Ltd. Cherie Hearts Holdings Pte. Ltd. Cherie Hearts @ Gombak Pte. Ltd. Bright Juniors Pte. Ltd. Our Juniors Global Schoolhouse Pte. Ltd. Country of incorporation Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Singapore Singapore Singapore Singapore Singapore Singapore Class of Shares/ Units Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary 2018 2017 % 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 % 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 - - 100 100 100 100 100 100 * The proportion of ownership interest is equal to the proportion of voting power held. ** These subsidiaries have been granted relief from the necessity to prepare financial reports in accordance with ASIC Legislative Instrument 2016/785 issued by the Australian Securities and Investment Commission. For further information please refer to note 24. 93 G8 EDUCATION LIMITED ANNUAL REPORT 20184. GROUP STRUCTURE Note 23: Parent Entity Disclosures As at, and throughout the financial year ended 31 December 2018 the parent entity of the Group was G8 Education. Result of parent entity Profit for the year after tax Other comprehensive income Total comprehensive income for the year 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 parent entity comprising of: Contributed equity Reserves Accumulated losses Total equity Parent entity contingencies Refer to note 26 for parent entity contingent liabilities. 2018 $’000 71,460 4,404 75,864 2017 $’000 81,035 1,898 82,933 96,420 80,055 1,281,282 1,176,690 1,377,702 1,256,745 368,735 123,400 156,633 238,913 492,135 395,546 893,567 876,394 48,825 39,005 (56,825) (54,200) 885,567 861,199 Parent entity guarantees in respect of the 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 24. Accounting policy The financial information for the parent entity, G8 Education, has been prepared on the same basis as the consolidated financial statements, except as set out below. (i) Investments in subsidiaries Investments in subsidiaries are accounted for at cost in the financial statements of G8 Education. (ii) Tax consolidation legislation refer to note 5. 94 G8 EDUCATION LIMITED ANNUAL REPORT 2018  4. GROUP STRUCTURE Note 24: Deed of Cross Guarantee All subsidiaries identified in Note 22 as having been granted relief from the requirement to prepare a Financial Report and Directors’ Report Under ASIC Legislative Instrument 2016/785 (As Amended) issued by the Australian Securities and Investments Commission are considered to be in the closed group. Below is a consolidated statement of comprehensive income for the year ended 31 December 2018 of the closed group: (a) Consolidated statements of comprehensive income Continuing operations Revenue Other income Total revenue Expenses Employment costs Occupancy Direct costs of providing services Depreciation Other expenses Finance costs Total expenses Profit before income tax Income tax expense Profit for the year Effective portion of changes in fair value of cash flow hedges Total comprehensive income for the year 2018 $’000 2017 $’000 835,221 779,489 6,640 809 841,861 780,298 (497,877) (435,947) (106,001) (94,810) (59,906) (56,532) (16,177) (29,711) (13,566) (27,123) (28,973) (34,144) (738,645) (662,122) 103,216 118,176 (31,756) 71,460 1,626 73,086 (37,139) 81,037 1,921 82,958 95 G8 EDUCATION LIMITED ANNUAL REPORT 2018    4. GROUP STRUCTURE Note 24: Deed of Cross Guarantee (continued) (b) Balance Sheet Set out below is a consolidated balance sheet as at 31 December 2018 of the closed group. Current assets Cash and cash equivalents Trade and other receivables Other current assets Derivative financial instruments Current tax asset Total current assets Non-current assets Investments in extended Group Property, plant and equipment Deferred tax assets Intangible assets Other non-current assets Derivative financial instruments Total non-current assets Total assets Current liabilities Trade and other payables Contract liabilities Borrowings Provisions Total current liabilities Non-current liabilities Other payables Borrowings Provisions Derivative financial instruments Total non-current liabilities Total liabilities Net assets Equity Contributed equity Reserves Retained earnings Total equity 96 2018 $’000 53,132 35,758 33,404 10,837 - 2017 $’000 46,974 30,005 31,693 - 313 133,131 108,985 139 91,173 17,856 139 63,193 16,220 1,100,764 1,057,040 26,784 - 33,509 622 1,236,716 1,170,723 1,369,847 1,279,708 67,386 7,490 279,566 29,875 384,317 5,260 92,188 8,935 - 106,383 490,700 62,134 8,174 49,905 28,425 148,638 1,067 253,589 8,321 13,806 276,783 425,421 879,147 854,287 893,567 48,826 (63,246) 879,147 876,394 42,224 (64,331) 854,287 G8 EDUCATION LIMITED ANNUAL REPORT 20185. UNRECOGNISED ITEMS Note 25: Commitments (a) Capital commitments There is no capital expenditure unconditionally contracted for at the reporting date but not recognised as a liability. The Group has contracted arrangements that give the Group the ability to acquire centres conditional on various hurdles and criteria that the vendors must meet. (b) Lease commitments: Group as lessee (i) Non-cancellable operating leases for premises and vehicles The Group leases various child care facilities under non-cancellable operating leases. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are re-negotiated. Commitments in relation to leases contracted for at the reporting date but not recognised as liabilities: Payable: Within one year Later than one year but no later than five years Later than five years Representing: Non-cancellable operating leases (ii) Finance Leases The Group had no finance leases during 2018 or 2017. Accounting policy Consolidated 2018 $’000 2017 $’000 101,666 333,620 318,764 83,153 327,047 218,878 754,050 629,078 754,050 629,078 Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group as lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the consolidated income statement on a straight-line basis over the term of the lease. 97 G8 EDUCATION LIMITED ANNUAL REPORT 2018    5. UNRECOGNISED ITEMS Note 26: Contingencies (a) Contingent liabilities The Group had no contingent liabilities as at 31 December 2018 (2017: Nil). 5. UNRECOGNISED ITEMS Note 27: Events occurring after the balance sheet date The following material matters have taken place subsequent to year end: • 52,333 performance rights were issued on 30 January 2019 pursuant to the G8 Executive Incentive Plan. • 23,550 performance rights were cancelled on 22 February 2019 pursuant to the G8 Executive Incentive Plan. • The Board declared a 8.0c fully franked dividend at the Board meeting which will be the final dividend for the year. • Post 31 December 2018, the Group completed the acquisition of 3 centres for $4.7m and opened 6 centres that were acquired late in 2018. The initial accounting in respect of the acquisitions has not yet been completed as completion accounts have yet to be finalised. 6. OTHER Note 28: Key Management Personnel Disclosures (a) Directors The following persons were directors of G8 Education during the financial year: (i) Chairperson –Independent Non-Executive • M Johnson (ii) Executive Directors • G Carroll (iii) Independent Non-Executive Directors • B Bailison • S Forrester • D Foster • J Cogin • M Zabel 98 G8 EDUCATION LIMITED ANNUAL REPORT 2018 6. OTHER Note 28: Key Management Personnel Disclosures (continued) (b) Other Key Management Personnel The following persons also had authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, during the financial year: Name Position • S Williams Chief Financial Officer • J Ball General Manager Operations (c) Key Management Personnel compensation Short term employee benefits Post employment benefits Share based payments* Dividend payments on escrow shares Termination payments Consolidated 2018 $’000 1,651 61 - - - 2017 $’000 2,744 137 (97) 80 432 1,712 3,296 *Includes the write back of share based payments expense due to vesting conditions not being met The relevant information on detailed remuneration disclosures can be found in the Remuneration Report on pages 28 to 46. (d) Equity instrument disclosures relating to Key Management Personnel (i) Options provided as remuneration and shares issued on exercise of such options Refer to note 29 for details of options issued to Key Management Personnel. (ii) Option holdings Refer to note 29 for details of options issued to Key Management Personnel. (iii) Share holdings The numbers of shares in the Company held during the financial year by each Director of G8 Education and other Key Management Personnel of the Group, including their associates, are set out below. There were no shares issued during the reporting year as compensation.  99 G8 EDUCATION LIMITED ANNUAL REPORT 2018    6. OTHER Note 28: Key Management Personnel Disclosures (continued) 2018 Balance at the start of the year Shares to be cancelled under limited recourse loans disclosed as share options Other changes during the year Balance at the end of the year Directors Ordinary Shares M Johnson B Bailison S Forrester D Foster G Carroll M Zabel J Cogin KMP Ordinary Shares S Williams J Ball 30,000 13,000 39,528 14,587 100,000 - - 12,500 - - - - - - - - - - 30,000 12,000 12,441 8,389 10,000 15,000 19,000 12,500 - 60,000 25,000 51,969 22,976 110,000 15,000 19,000 25,000 - 2017 Balance at the start of the year Shares to be cancelled under limited recourse loans disclosed as share options Other changes during the year Balance at the end of the year Directors Ordinary Shares M Johnson B Bailison S Forrester D Foster G Carroll C Scott (resigned 29 May 2017) M Reynolds (resigned 31 August 2017) KMP Ordinary Shares S Williams T King (resigned 12 April 2017) A Perriam (resigned 10 April 2017) 100 25,000 - 15,423 14,587 - - - - - - 5,000 13,000 24,105 - 100,000 333,333 (333,333) - 30,000 13,000 39,528 14,587 100,000 - - 24,195 - 631,329 40,733 - - - (24,195) 12,500 12,500 (631,329) (40,733) - - G8 EDUCATION LIMITED ANNUAL REPORT 20186. OTHER Note 29: Share–based payments Expenses arising from share-based transactions Expenses arising from share-based payment transactions recognised during the year as part of employee benefit expenses were as follows: Share-based payment expense on shares issued to KMP Consolidated 2018 $’000 - 2017 $’000 (108) No expense has been recorded during the year as assessment on the probability of performance rights vesting is nil. G8 Education Executive Incentive Plan (GEIP) Shareholders approved the GEIP at the Annual General Meeting (AGM) in May 2017. The Company has established the GEIP to assist the retention and motivation of executives of G8 Education (Participants). It is intended that the Performance Rights will enable the Company to retain and attract the skilled and experienced executives and provide them with the motivation to enhance the success of the Company. Under the Performance Rights, rights may be offered to Participants selected by the Board. Unless otherwise determined by the Board, no payment is required for the grant of rights under the GEIP. Subject to any adjustment in the event of a bonus issue, each right is an option to subscribe for one Share. Upon the exercise of a right by a Participant, each Share issued will rank equally with other Shares of the Company. Performance Rights issued under the plan may not be transferred unless approved by the Board. The table below summarises rights granted under the plan. Grant date Balance at Granted Exercised Forfeited Balance at Unvested 20 July 2017 6 October 2017 22 January 2018 20 July 2018 Total the start of during the during the during the the end of at the end the year year year year the year of the year (Number) (Number) (Number) (Number) (Number) (Number) 238,063 53,629 - - - - 50,359 438,609 291,692 488,968 - - - - - (85,677) 152,386 152,386 - - - 53,629 50,359 53,629 50,359 438,609 438,609 (85,677) 694,983 694,983 101 G8 EDUCATION LIMITED ANNUAL REPORT 2018  6. OTHER Note 29: Share–based payments (continued) Unissued ordinary shares of G8 Education under the GEIP at the date of this report are set out in the table below. Grant date Vesting date Value of Number of Expiry date performance right performance 20 July 2017 6 October 2017 22 January 2018 20 July 2018 Total 1 March 2020 1 March 2020 1 March 2020 1 March 2021 at grant date ($) 3.19 3.70 3.82 2.39 rights 152,386 53,629 50,359 438,609 694,983 30 May 2020 30 May 2020 30 May 2020 30 May 2021 Valuation of instruments issued Value of the financial benefit The table lists the inputs to the models used Share price on grant date Share price volatility Risk free rate Tranche 1 20-Jul-17 Tranche 2 6-Oct-17 Tranche 3 22-Jan-18 Tranche 4 20-Jul-18 $3.77 30% 2.31% $3.83 30% 2.17% $3.82 30% 2.04% $2.87 30% 2.09% Time to maturity 2.62 years 2.57 years 2.11 years 2.62 years Annual dividend yield 6.37% 6.27% 5.45% 7.27% Model used Black Scholes Black Scholes Black Scholes Black Scholes Accounting policy Share-based compensation benefits are provided to certain employees via the GEIP and the Executive Share Plan (discontinued February 2017). The fair value of options and performance rights are granted under the GEIP are recognised as an employee benefit expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the employees become unconditionally entitled to the options. For share options and performance rights, the fair value at grant date is determined using a Binomial option pricing model that takes into account the exercise price, the term of the option, the vesting and performance criteria, the impact of dilution, the non-tradeable nature of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option. The fair value of the options granted excludes the impact of any non-market vesting conditions (for example, profitability and sale growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. At each statement of financial position date, the entity revises its estimate of the number of options and performance rights that are expected to become exercisable. The employee benefit expense recognised each period takes into account the most recent estimate. Upon exercise of the options and performance rights, the balance of the share-based payments reserve relating to those options remains in the share based payments reserve. 102 G8 EDUCATION LIMITED ANNUAL REPORT 2018        6. OTHER Note 30: Remuneration of Auditors During the year the following fees were paid or payable for services provided by the auditor of the Group: Consolidated 2018 $ 2017 $ 215,000 280,000 215,000 127,800 94,198 145,300 589,198 488,100 1. Audit services Ernst & Young Audit and review of financial reports Other assurance services 2. Non-audit services Ernst & Young – other advisory services Total remuneration for services 6. OTHER Note 31: Related Party Transactions (a) Parent entity The parent entity within the Group is G8 Education. (b) Subsidiaries Interests in subsidiaries are set out in note 22. (c) Key Management Personnel For details of transactions that Key Management Personnel and their related entities had with the Group during the year refer note 28. 103 G8 EDUCATION LIMITED ANNUAL REPORT 2018      6. OTHER Note 32: Other significant accounting policies The principal accounting policies adopted in the preparation of the consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The consolidated financial statements are for the consolidated entity consisting of G8 Education and its subsidiaries. (a) Basis of preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards (AASB), Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. The Company is a listed for profit public Company, incorporated in Australia and operating in Australia and Singapore. The Company’s principal activities are operating child care centres and ownership of franchised child care centres. The financial statements were authorised for issue on 23 February 2019. Compliance with IFRS Compliance with AASB ensures that the financial report of G8 Education and the Group complies with International Financial Reporting Standards (IFRS). Historical cost convention These financial statements have been prepared under the historical cost convention as modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and liabilities (including derivative instruments). (b) Principles of consolidation Subsidiaries The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of G8 Education (“Company” or “parent entity”) as at 31 December 2018 and the results of all subsidiaries for the year then ended. G8 Education and its subsidiaries together are referred to in this financial report as the Group or the consolidated entity. Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. (c) Goods and Services Tax (GST) Revenues, expenses and assets and liabilities are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense. 104 G8 EDUCATION LIMITED ANNUAL REPORT 20186. OTHER Note 32: Other significant accounting policies (continued) Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the balance sheet. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows. (d) Rounding Amounts The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ reports) Instrument 2016/191, relating to the “rounding off” of amounts in the financial reports. Amounts in the financial statements have been rounded off in accordance with that Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. (e) Going concern The Group has recognised a net profit after tax of $71.8m for the year ended 31 December 2018 and as at that date, current liabilities exceed current assets by $269.7m. Management expect the working capital shortfall will be met out of operating cash flows or from finance facilities. The Group have sufficient facilities in place to repay the $270m SGD bonds when due in May 2019. The Directors have concluded that there are reasonable grounds to believe that the going concern basis is appropriate, and that assets are likely to be realised, and liabilities are likely to be discharged, at the amounts recognised in the financial statements in the ordinary course of business. (f) Reserves (i) Share-based payments The share-based payments reserve is used to recognise the expensing of the grant date fair value of options issued to employees but not exercised. (ii) Translation Exchange differences arising on translation of the foreign controlled entity are recognised in other comprehensive income as described in note 15 and accumulated in a separate reserve within equity. The cumulative amount is reclassified to the consolidated income statement when the net investment is disposed of. (iii) Hedging The hedging reserve is used to record gains or losses on hedging instruments in cash flow hedges that are recognised in other comprehensive income, as described in note 18. Amounts are reclassified to the consolidated income statement when the associated hedge transaction affects the consolidated income statement. (iv) Profits The profits reserve comprises the transfer of net profit for the current and previous years and characterises profits available for distribution as dividends in future years. Dividends amounting to $65.3 million (2017: $77.5m) were distributed from the profits reserve during the year. The amount transferred to profits reserve comprises the transfer from net profit for the current year for profit making entities within the Group and characterises profits available for distribution as dividends in the future years. 105 G8 EDUCATION LIMITED ANNUAL REPORT 20186. OTHER Note 32: Other significant accounting policies (continued) (g) New accounting standards and interpretations for application in current and future periods PRONOUNCEMENTS AASB 16 Leases NATURE OF THE CHANGE IN ACCOUNTING POLICY AASB 16 was issued in January 2016 and it replaces AASB 117 Leases, AASB Interpretation 4 Determining whether an Arrangement contains a Lease, AASB Interpretation-115 Operating Leases-Incentives and AASB Interpretation 127 Evaluating the Substance of Transactions Involving the Legal Form of a Lease. AASB 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model similar to the accounting for finance leases under AASB 117. The standard includes two recognition exemptions for lessees – leases of ’low-value’ assets (e.g., personal computers) and short-term leases (i.e., leases with a lease term of 12 months or less). At the commencement date of a lease, a lessee will recognise a liability to make lease payments (i.e., the lease liability) and an asset representing the right to use the underlying asset during the lease term (i.e., the right-of-use asset). From transition date, instead of rental occupancy expenses, lessees will be required to separately recognise the interest expense on the lease liability and the depreciation expense on the right-of-use asset within the consolidated income statement. Lessees will be also required to remeasure the lease liability upon the occurrence of certain events (e.g., a change in the lease term, a change in future lease payments resulting from a change in an index or rate used to determine those payments). The lessee will generally recognise the amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset. EFFECTIVE DATE Annual reporting period beginning on or after 1 January 2019 EXPECTED IMPACT ON THE FINANCIAL STATEMENTS The group will apply the standard from its mandatory adoption date of 1 January 2019. The group intends to apply the simplified transition approach and will not restate comparative amounts for the year prior to first adoption. The Group will elect to use the exemptions proposed by the standard on lease contracts for which the lease term ends within 12 months as of the date of initial application, and lease contracts for which the underlying asset is of low value. The Group has leases of certain office equipment (i.e., personal computers, printing and photocopying machines) that are considered of low value. The Group continues to work through the estimated impact in relation to the right-of-use assets and lease liabilities based upon the available transition options. The transition options include either (i) measuring the right-of-use assets as if the new rules had always been applied, or (ii) measured at the amount of the lease liability on adoption (adjusted for any prepaid or accrued lease expenses). On this basis, the Group cannot disclose the impact on net assets, net current assets, nor the individual line items within the consolidated income statement but expects the majority of operating leases as disclosed in Note 25 to be recorded on balance sheet. The Group expects to fully report and quantify the impacts of adoption of AASB16 in the half year ending 30 June 2019. 106 G8 EDUCATION LIMITED ANNUAL REPORT 20186. OTHER Note 32: Other significant accounting policies (continued) PRONOUNCEMENTS AASB 9 Financial Instruments AASB 2010-7 Amendments to Australian Accounting Standards arising from AASB 9 (December 2009). AASB 2012-6 Amendments to Australian Accounting Standards – Mandatory Effective Date of AASB 9 and Transitional Disclosures. AASB 2013-9 Amendments to Australian Accounting Standards – Conceptual Framework, Materiality and Financial Instruments. NATURE AASB 2014-1 Amendments to Australian Accounting Standards. OF THE CHANGE IN ACCOUNTING POLICY AASB 9 replaces the existing guidance in AASB 139 Financial Instruments: Recognition and Measurement. AASB 9 includes revised guidance on the classification and measurement of financial instruments, a new expected credit loss model for calculating impairment on financial assets, and new general hedge accounting requirements. It also carries forward the guidance on recognition and derecognition of financial instruments from AASB 139. AASB 9 contains three principal classification categories for financial assets: Amortised Cost, Fair Value Through Other Comprehensive Income (FVOCI), and Fair Value Through Profit and Loss (FVTPL). The standard eliminates the existing AASB 139 categories of held to maturity, loans and receivables. Debt financial instruments are subsequently measured at amortised cost, FVOCI or FVTPL. The classification is based upon two criteria: The Group’s business model for managing the assets; Whether the instruments’ contractual cash flows represent solely payments of principal and interest on the principal amount outstanding (‘the SPPI criterion’). EFFECTIVE DATE Annual reporting periods beginning on or after 1 January 2018 EXPECTED IMPACT ON THE FINANCIAL STATEMENTS From 1 January 2018, the group applied the full retrospective approach. The classification and measurement of the Group’s financial assets are as follows: Debt instruments at amortised cost for financial assets that are held within a business model with the objective to hold financial assets to collect contractual cash flows that meet the SPPI criterion. This category includes the Group’s Cash and cash equivalents and Trade & other receivables. Financial assets at FVTPL comprise derivative instruments which the Group had not irrevocably elected, at initial recognition or transition, to classify at FVOCI. This category would also include debt instruments whose cash flow characteristics fail SPPI criterion or are not held within a business model whose objective is either to collect contractual cash flows, or to both collect contractual cash flows and sell. This category includes the Group’s Foreign exchange option. The assessment of the Group’s business models was made as of the date of initial application, 1 January 2018, and then applied retrospectively to those financial assets that were not derecognised before 1 January 2018. The assessment of whether contractual cash flows on debt instruments met the SPPI criterion was made based on the facts and circumstances as at initial recognition of the assets. 107 G8 EDUCATION LIMITED ANNUAL REPORT 20186. OTHER Note 32: Other significant accounting policies (continued) The new classification requirements of the standard did not have a material impact on the Group’s existing financial assets, being cash and cash equivalents, trade and other receivables, deposits on acquisition or derivative financial instruments. At initial recognition, the Group measures a financial asset at its fair value. Measurement of cash and cash equivalents and trade and other receivables are at amortised cost. Deposits on acquisition are at fair value whereas they were recognised at amortised cost in the prior years. AASB 9 requires financial liabilities to be measured on the same basis as AASB 139, with the only change being gains or losses on financial liabilities designated at inception to be measured at fair value are recognised in profit or loss, except that the effects of changes in the liability’s credit risk are recognised in other comprehensive income. The accounting for the Group’s financial liabilities remains largely the same as it was under AASB 139. All loans and borrowings are initially recognised at fair value, being the amount received less attributable transaction costs. After initial recognition, interest bearing liabilities are stated at amortised cost with any difference between cost and redemption value being recognised in the statement of profit or loss over the period of the borrowings on an effective interest basis. The Group recognises gains or losses on financial liabilities, designated at inception to be measured at fair value, in profit or loss. The Group has had no material change in the credit risk of these financial liabilities during the period. Trade and other payables are recognised for amounts to be paid for goods or services received. Trade payables are settled on terms aligned with the normal commercial terms. AASB 9 replaces the ‘incurred loss’ model in AASB 139 with a forward-looking ‘expected credit loss’ (ECL) model and requires the Group to record an allowance for ECLs for all debt financial assets not held at FVTPL including contract assets recognised in accordance with AASB 15. To assess for any expected credit losses under AASB 9, there is consideration around the probability of default upon initial recognition of the asset including an expectation of any security held. For trade and other receivables, the Group has applied the standard’s simplified approach whereby the loss allowance is measured at an amount equal to lifetime expected credit losses. The Group assesses expected credit losses in a way that reflects: An unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes; • The time value of money; and • Reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecast of future economic conditions. The Group has established a calculation that is based on the Group’s historic credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. 108 G8 EDUCATION LIMITED ANNUAL REPORT 20186. OTHER Note 32: Other significant accounting policies (continued) The Group applied the ECL model. On transition, there have been no adjustments to the provision. Due to the short-term nature of Trade and Other receivables, and the credit profile of G8 Education’s customers who mainly prepay childcare fees or have debtors settled by government subsidies, there was no material change to the total amount of provisioning. AASB 9 allows the Group to choose to apply the new hedge accounting requirements under the standard upon initial application or continue to apply the requirements of AASB 139. The Group has chosen to apply the new requirements of AASB 9. The Group entered a cross currency swap to hedge against foreign exchange exposure on SGD borrowings whereby foreign exchange risk is mitigated by fair value movements being fully hedged. The swap has been dual designated as a fair value hedge relating to the principal repayment of SGD denominated borrowings (senior unsecured notes under G8 Education’s SGD$600m multicurrency issuance program) and as a cash flow hedge for the coupon payments associated with the Series 003 notes. On adoption of AASB 9, the Group elected to separately account for the currency basis as a cost of hedging. Consequently, currency basis has been recognised in OCI and accumulated in a cost of hedging reserve as a separate component within equity and accounted for subsequently as gains and losses accumulated in the cash flow hedge reserve. Upon adoption $0.6m was transferred from retained earnings to a cost of hedging reserve, to separately recognise the cost of hedging. The types of hedge accounting relationships that the Group currently designates meet the requirements of AASB 9 and are aligned with the Group’s risk management strategy and objective. PRONOUNCEMENTS AASB 15 Revenue from contracts with customers NATURE OF THE CHANGE IN ACCOUNTING POLICY AASB 15 introduces a five-step process for revenue recognition with the core principle of the new standard being for entities to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (that is, payment) to which the entity expects to be entitled in exchange for those goods or services. AASB 15 also requires enhanced disclosures about revenue, provides guidance for transactions that were not previously addressed comprehensively (for example, service revenue and contract modifications) and improves guidance for multiple-element arrangements. Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of discounts, refunds, rebates and amounts collected on behalf of third parties. 109 G8 EDUCATION LIMITED ANNUAL REPORT 20186. OTHER Note 32: Other significant accounting policies (continued) EFFECTIVE DATE Annual reporting periods beginning on or after 1 January 2018 EXPECTED IMPACT ON THE FINANCIAL STATEMENTS (i) Revenue from child care centres (refer note 2) Fees paid by families and/or the Australian Government (Child Care Benefit and Child Care Tax Rebate) are recognised as and when a child attends a child care service, as this is when the customer has consumed the benefits of this service (satisfies its performance obligation). Revenue received in advance from parents and guardians or government is recognised as deferred income and classified as a current liability (i.e. contract liability for performance obligations yet to be satisfied). (ii) Management fee income (refer note 2) Fees paid by franchisees are recognised in accordance with the franchise agreement and once the operational support service has been performed, as this is when the Group transfers control of this service (satisfies its performance obligation) to the franchisee. The Group elected to adopt the full retrospective approach upon adoption of AASB 15. As there was no change to the measurement or timing of the recognition (i.e. based on when the performance obligation is satisfied) there has been no impact to the Group upon adoption of the new standard and therefore no changes to comparatives were required. The only change has been to the presentation of the balance sheet for contract liabilities and this line item has been reclassified from trade and other payables. Any new agreements for the provision of goods and services have been assessed as they arise throughout the full year ending 31 December 2018. 110 G8 EDUCATION LIMITED ANNUAL REPORT 2018DIRECTORS’ DECLARATION In the Directors’ opinion: (a) the financial statements and notes set out on pages 48 to 110 are in accordance with the Corporations Act 2001, including: (i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and (ii) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2018 and of its performance for the financial year ended on that date; (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and or may become, subject by virtue of the deed of cross guarantee described in note 24. Note 32(a) confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. The Directors have been given the declarations by the Managing Director and Chief Financial Officer required by section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the Directors. (c) at the date of this declaration, there are reasonable grounds to believe that the members of the extended closed Group identified in note 24 will be able to meet any obligations or liabilities to which they are, Gary Carroll Director 23 February 2019 111 G8 EDUCATION LIMITED ANNUAL REPORT 2018Ernst & Young 111 Eagle Street Brisbane QLD 4000 Australia GPO Box 7878 Brisbane QLD 4001 Tel: +61 7 3011 3333 Fax: +61 7 3011 3100 ey.com/au Independent Auditor's Report to the Members of G8 Education Limited Report on the Audit of the Financial Report Opinion We have audited the financial report of G8 Education Limited (the Company) and its subsidiaries (collectively the Group), which comprises the consolidated balance sheet as at 31 December 2018, the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, notes to the financial statements, including a summary of significant accounting policies, and the directors' declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: a) b) giving a true and fair view of the consolidated financial position of the Group as at 31 December 2018 and of its consolidated financial performance for the year ended on that date; and complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial report of the current year. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context. We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial report. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial report. A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 112 G8 EDUCATION LIMITED ANNUAL REPORT 2018 Impairment Assessment of Goodwill Why significant How our audit addressed the key audit matter The Group is required under Australian Accounting Standard - AASB 136 ‘Impairment of assets’ to perform an annual impairment test of the carrying value of goodwill. In obtaining sufficient audit evidence we: ► Agreed the cash flow forecasts to Board approved budgets; The Group comprises one operating segment, which is the cash generating unit for Goodwill assessment purposes. The carrying value is supported by a value in use cash flow forecast. The cash flow forecast is based on assumptions as to the Group’s future operating and financial performance. These include judgements and estimates relating to occupancy, future revenues, anticipated costs, growth rates expected, and the discount rate applied. As such, impairment testing of goodwill was considered to be a key audit matter. The Group’s disclosures are included in note 14 to the financial statements, which includes the key assumptions applied by the Group. ► Evaluated the Group’s identification of the CGU and tested the mathematical accuracy of the impairment model; ► Assessed future cash flow assumptions through comparison with current trading performance, externally derived data (where applicable) and other evidence and enquiry with the Group in respect of key growth and trading assumptions; ► Assessed other key assumptions including the discount rate and long term growth rate with involvement from EY valuation specialists; ► Considered the market capitalisation of the Group relevant to the recorded net asset amount at 31 December 2018; ► Performed sensitivity analyses over the model in relation to key assumptions including occupancy, growth rates and discount rates; and ► Considered the adequacy of the Intangible Assets disclosure in note 14 to the financial statements. A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 113 G8 EDUCATION LIMITED ANNUAL REPORT 2018 Acquisition Accounting Why significant How our audit addressed the key audit matter The Group acquired a number of childcare centres during 2018, including under Developer Agreements. Acquisition accounting requires judgment in identifying the point at which the Group obtains control of the childcare centre, assessing the fair value of the assets and liabilities acquired and measuring the fair value of contingent consideration payable to the vendors. The fair value of contingent consideration is determined based on estimates and assumptions about the future performance of the acquired business. Acquisition costs such as broker costs are often directly paid by the vendor and may require judgement to estimate the amount paid. Given the level of judgment in estimating the fair value as well as the contingent consideration that may be paid by G8, this was considered to be a key audit matter. In obtaining sufficient audit evidence, we: ► ► ► ► ► ► Read the terms and conditions of the developer and sale agreements and assessed the point at which the Group obtained control of the childcare centres; Evaluated the methodology applied to identify assets and liabilities (including contingent consideration) acquired and measure their respective fair values; Agreed key items to underlying data including contracts and settlement statements; Assessed the future earnings assumptions impacting the contingent consideration, comparing forecast performance to current and historical trading results; Assessed the amount and accounting treatment of acquisition costs; and Considered the adequacy of the business combinations disclosure in note 13 to the financial statements. Refer to note 13 to the financial statements for disclosure relating to acquisition accounting. Revenue Recognition Why significant How our audit addressed the key audit matter Revenue is recognised by the Group when the underlying childcare service has been provided. Revenue from childcare services and related grant revenue for the Group for the financial year was $849.3 million. Customers are generally invoiced in advance and adjustments made through processing of Child Care Subsidy by the Department of Human Services. Accordingly, there is a risk that revenue is recognised in the incorrect period. The new accounting standard AASB15 ‘Revenue from contracts with customers’ was applicable to the Group from 1 January 2018. The Group determined there was no material impact on adoption of the new standard. Our audit evaluated revenue recognised in accordance with AASB15. To do this, we: ► ► ► ► Assessed the Group’s identification of the performance obligations and revenue recognition under AASB15; Assessed the Group’s design and operating effectiveness of key controls over the recognition of revenue; Used computer assisted auditing techniques to compare revenue recognised to cash receipts and investigated differences; Assessed the completeness of the deferred revenue balance by testing parent fees in advance bookings; A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 114 G8 EDUCATION LIMITED ANNUAL REPORT 2018 Why significant How our audit addressed the key audit matter The Group focuses on revenue as a key performance measure for executives and it is also a key parameter by which the performance of the Group is measured. As a result, we consider revenue to be a key audit matter. Refer to note 2 to the financial statements for disclosure relating to revenue. ► ► ► Tested reconciliations relating to revenue recognised and agreed this to support for Child Care Subsidy; Assessed journal entries relating to revenue, in particular those near the year end; and Assessed the adequacy of the Group’s disclosures in relation to revenue and related accounting policies. Information Other than the Financial Report and Auditor’s Report Thereon The directors are responsible for the other information. The other information comprises the information included in the Company’s 2018 Annual Report, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors 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 preparing the financial report, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 115 G8 EDUCATION LIMITED ANNUAL REPORT 2018 Auditor's Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_files/ar2.pdf. This description forms part of our auditor’s report. Report on the Audit of the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 28 to 45 of the directors' report for the year ended 31 December 2018. In our opinion, the Remuneration Report of G8 Education Limited for the year ended 31 December 2018, complies with section 300A of the Corporations Act 2001. Responsibilities 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. Ernst & Young Ric Roach Partner Brisbane 23 February 2019 A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 116 G8 EDUCATION LIMITED ANNUAL REPORT 2018 SHAREHOLDER INFORMATION The total issued capital of the Company as at 31 December 2018 and as at the date of this annual report is 455,379,824. The Shareholder information set out below was applicable as at 12 February 2019. (a) Distribution of equity securities Analysis of number of equity security holders by size of holding is listed below. 100,001 and Over 10,001 – 100,000 5,001 – 10,000 1,001 – 5,000 1 – 1,000 Class of equity security Shares Holders Options 335,682,171 98 61,427,637 27,726,189 2,788 3,698 27,297,759 10,022 3,246,068 6,766 73.72% 13.49% 6.09% 5.99% 0.71% 455,379,824 23,372 100.00% There were 1,023 holders of less than a marketable parcel of ordinary shares. 117 G8 EDUCATION LIMITED ANNUAL REPORT 2018 (b) Quoted equity security holders Twenty largest quoted equity security holders. Name HSBC Custody Nominees (Australia) Limited J P Morgan Nominees Australia Pty Limited Citicorp Nominees Pty Limited National Nominees Limited BNP Paribas Nominees Pty Ltd BNP Paribas Noms Pty Ltd Geosine Pty Ltd BNP Paribas Nominees Pty Ltd HSBC Custody Nominees (Australia) Limited Citicorp Nominees Pty Limited Geosine Pty Ltd Investorlink Securities Limited RAP Investments Pty Limited HSBC Custody Nominees (Australia) Limited HSBC Custody Nominees (Australia) Limited Mr Christopher Douglas Passfield & Mrs Rhonda Passfield Mr Craig Graeme Chapman Mr Riccardo Pisaturo Viss Holdings Pty Ltd National Nominees Limited Quoted ordinary Percentage of shares held issued shares 103,087,514 67,289,625 52,625,448 29,068,116 13,261,201 12,874,513 6,003,260 4,991,977 3,745,782 3,094,793 3,036,000 2,651,071 2,600,000 1,818,472 1,647,212 1,500,000 1,400,000 1,400,000 1,170,683 829,811 22.64 14.78 11.56 6.38 2.91 2.83 1.32 1.10 0.82 0.68 0.67 0.58 0.57 0.40 0.36 0.33 0.31 0.31 0.26 0.18 314,095,478 68,98 (c) Substantial holders] Substantial holders as at 12 February 2019 in the Company are set out below: Ordinary Shares Number held Percentage Legg Mason Asset Management Limited Sumitomo Mitsui Trust Holdings, Inc. The Vanguard Group, Inc. 31,033,741 28,216,695 22,776,392 6.84% 6.20% 5.002% (d) Voting rights The voting rights attached to each class of equity securities are set out below. (i) Ordinary shares On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share will have one vote. (ii) Options There are no voting rights attached to the options. (iii) Unquoted securities There are no unquoted securities on issue. 118 G8 EDUCATION LIMITED ANNUAL REPORT 2018 CORPORATE DIRECTORY Directors M Johnson, Chairman G Carroll, Managing Director B Bailison, Non-Executive Director S Forrester, Non-Executive Director D Foster, Non-Executive Director J Cogin, Non-Executive Director M Zabel, Non-Executive Director Company Secretary T Wood Principal registered business office in Australia G8 Education Limited is a Company limited by shares, incorporated, and domiciled in Australia. It’s registered office and principal place of business is: 159 Varsity Parade, Varsity Lakes Telephone: 07 5581 5300 Facsimile: 07 5581 5311 www.g8education.edu.au Share registry: Link Market Services Limited Level 21, 10 Eagle Street Brisbane QLD 4000 Auditor: Ernst & Young 111 Eagle Street, Brisbane, QLD 4001 Lawyers: Minter Ellison Gold Coast 165 Varsity Parade Varsity Lakes QLD 4217 Securities exchange listing: G8 Education Limited shares are listed on the Australian Securities Exchange under the ticker code GEM. G8 EDUCATION LIMITED ANNUAL REPORT 2018 119 www.g8education.edu.au 

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