Hills Limited
Annual report
for the year ended 30 June 2019
ABN 35 007 573 417
Hills Limited
Annual report
for the year ended 30 June 2019
ABN 35 007 573 417
Contents
Shareholders’ letter
Directors' report
Auditor's independence declaration
Consolidated Financial statements
Directors’ declaration
Independent auditor's report to the members
Shareholder information
Corporate directory
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5
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1
Hills Limited
Shareholders’ letter
For the year ended 30 June 2019 (continued)
Dear Shareholder,
Hills Limited is entering an exciting new period in its long history – one your board and management believe will deliver strong,
long‐term returns for all shareholders.
Our strategy over the past few years has been to establish Hills as a major player in the health market, providing best‐in‐class
patient care systems, while continuing to enhance our Distribution business. That strategy has now paid off, with Hills Health
Solutions the clear market leader in providing nurse call and patient engagement solutions to Australian hospitals.
Unfortunately, our overall profitability has been significantly impacted by the disappointing performance of our Distribution
business despite a strong performance from our Hills Connection Solutions business in FY19.
As a result we reported an improved small underlying net profit after tax of $0.5 million before one‐off items, and a statutory loss
of $8.8 million following one‐off provisions and costs of $7.7 million related to the restructure of the Distribution business and a
non‐cash impairment of $6.5 million of intangibles and non‐current assets following a review of asset carrying values.
While this was a disappointing outcome, we are confident that these one‐off impairments and provisions together with the
implementation of our Operational and Strategic Reviews will position us to deliver a material increase in profitability in the current
year.
Hills FY19 accounts includes a breakdown of our results by operating division which shows the exciting potential of the Health
business, having increased EBITDA by 49 percent over prior year.
Operational and Strategic Reviews
Your Board and management commenced an Operational Review of the Distribution business, in January this year with the
assistance of external consultants. We continue to implement changes and recommendations which will deliver annualised
productivity improvement and operational costs savings of approximately $3 ‐ 5 million and providing the Distribution business
with a clear path to profitability in FY20.
No company can stand still in fast‐moving sectors such as healthcare and technology, and in April this year the Board commissioned
a major Strategic Review of Hills underlying businesses with the assistance of AquAsia. This process included a review of each
businesses performance, growth prospects and an over‐arching need to ensure their value is properly reflected in the Hills share
price.
While the Strategic Review is ongoing, we have actioned many of the recommendations, including the decision to exit our
underperforming Antenna and STEP satellite services businesses and to discontinue our contract to supply satellite dishes to Foxtel
following declining orders. These decisions are a reflection of market reality.
We have also received a conditional offer to purchase the assets in our Antenna business that will ensure our iconic Black Arrow
range will continue to be manufactured in South Australia.
Hills Health Solutions
Hills success in the nurse call and patient engagement markets – and its potential for growth – is measured by its strong FY19
results, with our systems implemented in more than 40 percent of Australian public hospital beds and more than 20 percent of
Australian private hospital beds.
In May, your Company was appointed the sole distributor in Australia of GetWellNetwork’s interactive best‐in‐class patient
engagement platform and we have been awarded the contract to install GetWell at the New Calvary Hospital in Adelaide with more
than 400 beds. We also released the next generation of its our IP7500 Nurse Call platform during the period and completed its
successful installation at the Joan Kirner hospital in Victoria.
2
Hills Limited
Shareholders’ letter
For the year ended 30 June 2019 (continued)
Other key wins during the year included:
Installation of the first Wi‐Fi patient entertainment system at Joan Kirner Hospital in Victoria
A successful trial of 14 new Wi‐Fi sites with eHealth NSW
Major Nurse Call wins at Hammond Care (aged care, multiple sites); Concord Hospital, Westmead Hospital, Blacktown
Hospital, Prince of Wales Private Hospital, Calvary St Francis and Calvary Health Care Kogarah in NSW; Alfred Health,
Western Health, Casey Hospital in Victoria; Churches of Christ (multiple sites)
New patient entertainment contracts covering more than 2000 beds at Balmain, Canterbury, Concord, Royal Prince Alfred
and Northern Beaches hospitals in NSW
The re‐signing of patient entertainment contracts with Barwon Health, Western Health and Mildura hospital in Victoria.
Hills Distribution
The decline in profitability in the Distribution business in FY19 was driven primarily by:
changes to the vendor mix;
lower than expected performance in the small to medium business sector;
continued decline of Foxtel revenues; and
pressure from a deterioration in the AUD/USD exchange rate.
The impact of these factors was partially offset by cost reductions achieved during the year.
Pleasingly, sales across our top five vendors, which together represent more than 50 percent of revenue, grew 8 percent in FY19
and Hills Connection Solutions business (HCS) continued to benefit from the nationwide NBN roll‐out. New partnerships with
Downer EDI Limited and Lendlease Group for the provision of HCS services will deliver growth in FY20.
Wins and awards during the year included:
Department of Educations & Sydney Trains ‐ Williams AV
Rod Laver Arenas ‐ Community Loudspeakers
Stations PA upgrade for NSW Fire & Rescue – Australian Monitor
Connect East Tunnel – Genetec & Axis
Major roadways & tunnel projects – Genetec & Axis
Law enforcement and correctional facilities wins – Genetec & Axis
Williams AV International Distributor of the Year
Genetec Asia Pacific Distributor of the Year
Ruckus ANZ Distributor of the Year
Axis Communications Oceania Distributor of the Year
3
Hills Limited
Shareholders’ letter
For the year ended 30 June 2019 (continued)
Outlook
As mentioned at the outset, we are on the cusp of an exciting new period for Hills, with a simplified and focused business structure
that will allow us to maximise the value of the Company for shareholders.
Our key strategic focus in FY20 will be to:
Continue to grow the Health Solutions business by expanding our range of products and services to hospitals and
healthcare facilities such as Aged Care facilities;
Continue to implement the strategic and operational initiatives to maximise the performance of the Distribution business.
We expect to deliver an improved trading profit in FY20 and to position your Company to resume paying dividends to shareholders,
subject to the capital and growth requirements of the business.
Our employees have worked tirelessly to support our customers and vendors as well as executing the Operational Review of the
Distribution business and the strategic initiatives under way. We thank them for their ongoing dedication and commitment.
Please join us at the Annual General Meeting, where we will provide you with an update on the Company’s first quarter
performance.
Yours sincerely
Jennifer Hill‐Ling
Chairman
David Lenz
Chief Executive Officer & Managing Director
4
Hills Limited
Directors’ report
For the year ended 30 June 2019 (continued)
The Directors present their report on the consolidated entity (referred to hereafter as Hills, the Company or the Group) consisting of Hills
Limited and the entities it controlled at the end of, or during, the year ended 30 June 2019 (FY19), and the independent auditor's report
thereon.
Directors
The following persons were Directors of the Company during the whole of the financial year and up to the date of this report:
Jennifer Helen Hill‐Ling
Fiona Rosalyn Vivienne Bennett
Philip Bullock AO
Kenneth James Dwyer
David John Joseph Lenz
Alan Kinkade was appointed a Director on 26 February 2019 and resigned on 19 June 2019.
Principal activities
The principal activities of Hills during the year are outlined within the Review of Operations.
Review of operations
About the Group
The Group operates in Australian and New Zealand and is a value‐added distributor of technology products and services in the Security &
Surveillance and Audio‐Visual markets, and the supplier of Technology solutions in the Health market.
Hills commenced business in Adelaide, South Australia in 1945 and has a long history of developing and innovating products over the years
whilst diversifying and divesting as market conditions and customer demands have changed.
Our business activities
The Principal activities of the Group are the valued‐added distribution of technology products and services that connect, entertain and
secure people’s lives into the environments that people need and trust most: their homes, hospitals and healthcare facilities, places of
learning, entertainment venues, retail spaces, houses of worship, workplaces and government institutions.
Hills Health Solutions
Hills Health Solutions (HHS) is a market leader and comprises the design, supply and installation of health technology solutions, nurse call
and patient entertainment and other related solutions including security, Wi‐Fi and telephony, into the health and aged care sectors.
We continue to undertake research and development activities in Australia to enhance and develop our Nurse Call IP ensuring our products
remain market leaders.
Hills Distribution
Hills Distribution provides a diverse range of products and solutions to assist our customers support end users with the following needs in
the Security, Surveillance and IT market:
Access control solutions
Alarms & intruder solutions
Card access control
CCTV cameras
Video management solutions
Wireless & networking solutions
Analytics software for facial recognition &
people counting solutions
HillsTrak (asset management)
Fire detectors and alarms
Antenna, set top boxes, digital TV systems
Satellite dishes
Pre and post installation service
5
Hills Limited
Directors’ report
For the year ended 30 June 2019 (continued)
Review of operations (continued)
In the Audio Visual markets Hills solutions offerings include:
Unified communication
Hearing augmentation
Professional LCD displays
Projectors
Australian Monitor – Hills owned and designed product
Professional Audio solutions for indoor and outdoor applications
Hills Distribution also has strong capability in providing workforce scheduling services for infrastructure projects such as the National
Broadband Network (NBN) via the Hills Connection Solutions business.
In August 2019 Hills announced that it would cease manufacturing TV antennas, satellite dishes and associated products by December 2019
following changes in customer sales volumes including lower demand from Foxtel.
Group performance highlights
The Group has announced a statutory net loss after tax of $8.8 million for the year ended 30 June 2019, compared to the prior year profit
of $0.4 million as summarised in the table below. The statutory result for FY19 was impacted by non‐operating expenses of $14.7 million
relating to further restructure activities within the Hills Distribution business. Adjusting for these transactions underlying net profit after tax
was $0.5 million vs the prior year of $0.1 million.
A$ million
Sales Revenue
Gross Margin (excluding other income)
Gross Margin%
Other Income
Operating Expenses (excluding non‐operating)1
Non‐operating expenses
Interest
Tax
Net Profit /(Loss) After Tax
Add non‐operating expenses
Less non‐operating other income
Tax effect of non‐operating transactions
Underlying Profit / (Loss) After Tax
2019
267.4
83.9
31.4%
0.6
(80.9)
(14.7)
(3.3)
5.6
(8.8)
14.7
‐
(5.4)
0.5
2018
271.8
86.7
31.9%
0.9
(84.3)
(0.1)
(3.2)
0.3
0.4
0.1
(0.4)
0.1
0.1
Hills Health Solutions business continues to deliver strong growth in revenue and profitability whilst Hills Distribution business continued to
experience challenges including changes in vendor portfolios and the negative impact on margins resulting from changes to the AUD/USD
exchange rate during FY19.
1 Non‐operating expenses detail is provided in note 1(b) of the Consolidated Financial Statements
6
Hills Limited
Directors’ report
For the year ended 30 June 2019 (continued)
Review of operations (continued)
Revenue
Sales revenue was down by $4.4 million, or 1.6%, from $271.8 million to $267.4 million following changes to the vendor portfolio,
lower Foxtel revenue and lower sales in the small to medium business (SMB) sector of our Distribution business which were offset in
part by improved revenue for the Hills Health Solution business which recorded revenue of $38.1 million, up from $30.9 million in the
prior year.
Net Profit
The FY19 net loss of $8.8 million was impacted by $14.7 million (before tax) of non‐operating expenses.
Gross margin was 31.4% for FY19, down from 31.9% in FY18 and reflecting the impact of changes in the AUD/USD exchange rates
during the year and our ability to pass on the cost increases as we looked to hold market share. On 1 July 2019 we increased prices and
will look to do so again should the declining exchange rate trend continue.
Operating expenses (excluding non‐operating) declined during the year to $80.9 million down $3.4 million or 4.0% from $84.3 million
with reductions achieved across all major expense areas and continuing the trend seen since FY15.
Labour and related costs reduced by $1.3 million, or 2.4% as we continue to streamline our operations and mitigate revenue and
margin risks.
Other expenses were lower by a further $2.2 million, or 7% in FY19 as we continued to drive reductions across most expense lines as
the Group continues to make efforts to reduce costs.
Interest expenses were up 3.2% on the prior year.
A tax benefit of $5.6 million was booked in FY19 primarily from deferred tax benefits from the FY19 non‐operating expenses. The
Group retains significant unrecognised tax losses which remain available to reduce tax expenses for future periods as the Group’s
profitability continues to improve subject to meeting the requirements of the ‘continuity of ownership’ and ‘same or similar business
tests’.
7
Hills Limited
Directors’ report
For the year ended 30 June 2019 (continued)
Review of operations (continued)
Financial Position
Net debt at June 2019 was $28.4 million, up from $16.9 million as outlined in the chart below.
Net debt levels of the Group were impacted by the working capital needs of the business as well as additional debt to fund equipment
installations at hospitals for the Health Solutions business with $1.4 million of new debt taken out during the year.
Operating cashflow in FY19 was an outflow of $4.0 million vs an inflow of $12.0 million in FY18 with revenue down by $4.4 million and
lower trade and other payable balances by $7.0 million being the primary drivers of the outflow in FY19.
Inventory levels decreased by $2.4 million during the year to $41.6 million which includes the impact of the additional inventory
provision of $3.8 million.
Subsequent events
There were no events subsequent to balance date that would have a material effect on the Group’s financial statements at 30 June
2019.
Dividends
Year ended 30 June 2019
No dividends were paid during the year and no final dividend has been declared.
Year ended 30 June 2018
No dividends were paid during the year and no final dividend was declared.
For more information regarding dividends please refer to note 16 of the financial statements.
Significant changes in the state of affairs
Significant changes in the state of affairs of Hills during the financial year are set out in the Review of Operations section of the Directors'
report.
FY20 Outlook
Our key strategic focus in FY20 will be to:
Continue to grow the Health Solutions business by expanding our range of products and services to hospitals and healthcare
facilities such as Aged Care facilities;
Continue to implement the strategic and operational initiatives to maximise the performance of the Distribution business.
We expect to deliver an improved trading profit in FY20 and to position your Company to resume paying dividends to shareholders, subject
to the capital and growth requirements of the business.
As with any technology distribution business, Hills is exposed to the risk of potential loss of vendors, customers or employees; slippages
associated with contracts; supply issues; general economic conditions; and exposure to foreign exchange rate fluctuations.
8
Hills Limited
Directors’ report
For the year ended 30 June 2019 (continued)
Information on Directors
Name
Details
Jennifer Helen Hill‐Ling
LLB (Adel) FAICD
Chairman Non‐
Independent Non‐
Executive Director
Age 57
Experience and expertise
Appointed Director in August 1985. Appointed Deputy Chairman in June 2004. Appointed Chairman 28
October 2005.
Jennifer Hill‐Ling has extensive experience in corporate and commercial law, specialising in corporate and
business structuring, mergers and acquisitions, joint ventures and related commercial transactions. She
practiced law for some 25 years and was a senior partner in two Sydney law firms in that time. She was
formerly a director of Tower Trust Limited and MS Limited. She is a fellow of the Australian Institute of
Company Directors.
Other current listed company directorships
None.
Former listed company directorships in last 3 years
None.
Special responsibilities
Chairman of the Board
Member of the Nomination and Remuneration Committee.
Interests in shares and options at the date of this report
18,246,677 ordinary shares in Hills Limited (including 1,188,918 shares owned by Hills Associates Limited
and Poplar Pty Ltd (jointly held) and 16,768,441 shares owned by Hills Associates Limited of which JH Hill‐
Ling is a Director).
She does not hold any options over ordinary shares in Hills Limited.
Name
Details
Fiona Rosalyn
Vivienne Bennett
BA (Hons) FCA FAICD
Independent Non‐
Executive‐Director
Age 63
Experience and expertise
Appointed non‐executive Director on 31 May 2010.
Fiona Bennett is a Chartered Accountant with over 30 years' experience in business and financial
management, corporate governance, risk management and audit. She has previously held senior executive
positions at BHP Billiton Limited and Coles Group Limited and has been a Chief Financial Officer at several
organisations in the health sector. She is currently Chairman of the Victorian Legal Services Board.
Other current listed company directorships
Director of BWX Limited (since November 2018)
Director of Select Harvests Limited (since July 2017)
Former listed company directorships in last 3 years
Director of Beach Energy Limited (retired in November 2017)
Special responsibilities
Chairman of the Audit, Risk and Compliance Committee.
Interests in shares and options at the date of this report
178,444 ordinary shares in Hills Limited.
She does not hold any options over ordinary shares in Hills Limited.
9
Hills Limited
Directors’ report
For the year ended 30 June 2019 (continued)
Information on Directors (continued)
Name
Details
Philip Bullock AO
BA, MBA, GAICD, Dip. Ed.
Independent Non‐
Executive‐Director
Age 66
Experience and expertise
Appointed non‐executive Director on 23 June 2014.
Mr Bullock AO was formerly Vice President of the Systems and Technology Group, IBM Asia Pacific, based
in Shanghai, China. Prior to that he was CEO & Managing Director of IBM Australia and New Zealand. Mr
Bullock AO is a non‐executive director of Perpetual Limited, and formerly of CSG Limited and Healthscope
Limited. He has also provided advice to the Federal Government, through a number of organisations, most
notably as Chair of Skills Australia.
Other current listed company directorships
Non‐executive director of Perpetual Limited (since June 2010)
Former listed company directorships in last 3 years
None.
Special responsibilities
Chairman of the Nomination and Remuneration Committee;
Member of the Audit, Risk and Compliance Committee.
Interests in shares and options at the date of this report
300,000 ordinary shares in Hills Limited.
He does not hold any options over ordinary shares in Hills Limited.
Kenneth James Dwyer
BCom, GMQ, GAICD
Independent Non‐
Executive‐Director
Age 61
Experience and expertise
Appointed non‐executive Director on 20 September 2016
Mr Dwyer formerly worked in banking, including investment banking in the US and Australia specialising in
M&A, debt and equity funding.
Mr Dwyer has established and grown two businesses in the highly competitive audio industry in Australia
and New Zealand via a combination of organic growth and acquisitions.
Mr Dwyer also has experience in the distribution of premium European machinery for textile
manufacturing.
Other current listed company directorships
None.
Former listed company directorships in last 3 years
None.
Special responsibilities
Member of the Nomination and Remuneration Committee;
Member of the Audit, Risk and Compliance Committee.
Interests in shares and options at the date of this report
350,000 ordinary shares in Hills Limited.
He does not hold any options over ordinary shares in Hills Limited.
10
Hills Limited
Directors’ report
For the year ended 30 June 2019 (continued)
Information on Directors (continued)
Name
Details
David John Joseph Lenz
Experience and expertise
Executive Director
Age 56
Mr Lenz has over 30 years of proven experience in sales, business development, management and
operational leadership across Australia and New Zealand, Asia Pacific and the Global ICT markets.
Appointed Managing Director 19 February 2018 and Chief Executive Officer on 1 September 2016.
Other current listed company directorships
None.
Former listed company directorships in last 3 years
None.
Special responsibilities
Chief Executive Officer
Interests in shares and options at the date of this report
231,830 ordinary shares in Hills Limited.
He holds performance rights as detailed in section 6.3 of the Remuneration Report.
Alan Kinkade
BEc(Syd),CA,FCPA,FIML,MAICD
Independent Non‐
Executive‐Director
Age 64
Experience and expertise
Alan Kinkade was appointed a Director on 26 February 2019 and resigned on 19 June 2019.
Mr Kinkade has over 30 years senior executive experience in the public and private health sector. In
2017 he retired from his role as Group CEO of Epworth HealthCare.
Prior to his role at Epworth he was engaged in senior executive roles at Ramsay Health Care, HCF,
Concord Repatriation General Hospital, Northern Sydney Area Health Service and the Royal North
Shore Hospital. Mr Kinkade commenced his career at Price Waterhouse..
Other current listed company directorships
None.
Former listed company directorships in last 3 years
None.
Special responsibilities
None.
Interests in shares and options at the date of this report
None.
He does not hold any options over ordinary shares in Hills Limited.
Company Secretary
David Robert Fox LLB/LP, BA
Mr Fox was appointed to the position of General Counsel on 11 March 2013 and as General Counsel and Company Secretary on 22
December 2016.
As General Counsel and Company Secretary, Mr Fox is responsible for legal, risk and company secretarial matters associated with the
Company. Mr Fox is an experienced corporate lawyer. He was first admitted to practise law in 2001 and previously held the position of
Partner at a Sydney based law firm.
11
Hills Limited
Directors’ report
For the year ended 30 June 2019 (continued)
Meetings of Directors
The numbers of meetings of the Company's Board of Directors and of each Board Committee held during the year ended 30 June 2019, and
the numbers of meetings attended by each Director were:
Full meetings of Directors
Audit, Risk and Compliance
Committee
Nomination &
Remuneration Committee
Held1
Attended
Held1
Attended
Held1
Attended
J Hill‐Ling
F Bennett
P Bullock AO
K Dwyer
A Kinkade2
D Lenz
19
19
19
19
8
19
Insurance of officers
19
19
19
19
8
19
‐
4
4
4
‐
‐
‐
4
4
4
‐
‐
5
‐
5
5
‐
‐
5
‐
5
5
‐
‐
Since the end of the previous financial year, the Company has paid insurance premiums in respect of Directors’ and officers’ liability and
legal expenses for current and former Directors and officers, including senior executives of the Company and Directors, senior executives
and secretary of its controlled entities.
The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the
officers in their capacity as officers of entities in Hills Group of Companies, and any other payments arising from liabilities incurred by the
officers in connection with such proceedings. This does not include such liabilities that arise from conduct involving a wilful breach of duty
by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else or
to cause detriment to the Company. It is not possible to apportion the premium between amounts relating to the insurance against legal
costs and those relating to other liabilities.
The Directors have not included details of the nature of the liabilities covered or the amount of the premiums paid in respect of the
Directors’ and officers’ liability and legal expenses insurance contracts as such disclosure is prohibited under the terms of the contracts.
Indemnification of officers
The Company has agreed to indemnify the Directors and officers of the Company against all liabilities to another person (other than the
Company or a related body corporate) that may arise from their position as Directors of the Company and its controlled entities, except
where the liability arises out of conduct involving a lack of good faith.
The agreement stipulates that the Company will meet the full amount of any such liabilities, including costs and expenses.
The Company has also agreed to indemnify the current Directors of its controlled entities for all liabilities to another person (other than the
Company or a related body corporate) that may arise from their position, except where the liability arises out of conduct involving a lack of
good faith. The agreement stipulates that the Company will meet the full amount of any such liabilities, including costs and expenses.
Environmental regulation
Manufacturing
Hills holds all required environmental licences, registrations and permits for its sole remaining manufacturing site in O’Sullivan Beach in
South Australia. No significant environmental incidents were reported during the 2019 financial year and Hills continued to meet the
requirements specified in relevant licenses and authorisations.
1 Number of meetings held during the period that the Director held office as a Director or was a member of the committee during the year.
2 A Kinkade was appointed a Director on 26 February 2019 and resigned as a Director on 19 June 2019.
12
Hills Limited
Directors’ report
For the year ended 30 June 2019 (continued)
Environmental regulation (continued)
Australian Packaging Covenant
The Australian Packaging Covenant (APC) is a voluntary initiative by Government and industry to reduce the environmental impact of
packaging. Hills became a signatory to the APC in 2010 and established ongoing action plans aimed at optimising packaging design, material
recovery, recycling and product stewardship. Hills remains supportive of the goals and initiatives of the APC and remains compliant
following the submission of its annual report during May 2019.
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 29.
Non‐audit services
The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor's expertise and
experience with Hills are important.
Details of the amounts paid or payable to the auditor of Hills, KPMG, and its related practices for audit and non‐audit services provided
during the year are set out below.
The Board of Directors has considered the position and, in accordance with advice received from the Audit, Risk and Compliance
Committee, 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 that the provision of non‐audit services by the auditor, as set out below,
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 Audit, Risk and Compliance Committee 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 for
Professional Accountants.
During the year the following fees were paid or payable for services provided by the auditor of the Company, its related practices and
non‐related audit firms:
KPMG audit and non‐audit services
Audit and other assurance services
KPMG Australia – audit and review of the financial statements
331,500
259,000
2019
$
2018
$
Taxation services
KPMG Australia – taxation and other services
Overseas KPMG firms – taxation services
Total remuneration for taxation services
Other services
Other consulting services
Total remuneration for other services
Total remuneration of KPMG
Rounding of amounts
15,425
4,619
20,044
2,285
2,285
16,000
4,390
20,390
7,250
7,250
353,829
286,640
The Company is an entity to which the ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 applies. Amounts
have been rounded off in accordance with the instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.
13
Hills Limited
Directors’ report
For the year ended 30 June 2019 (continued)
Letter from the Chairman of the Nomination and Remuneration Committee
Dear Shareholder,
On behalf of your Board, I am pleased to present Hills FY19 Remuneration Report which sets out remuneration information for the Chief
Executive Officer and Managing Director (CEO & MD), the Key Management Personnel (KMP), the Non‐Executive Directors and the broader
employee group.
The Board recognises that the performance of Hills depends on the quality and motivation of its people, including our managers and
approximately 500 employees across Australia and New Zealand. Our remuneration strategy aims to appropriately reward, incentivise and
retain talent necessary to achieve our operational and strategic goals. Core to our remuneration philosophy is a strong performance
framework, where the contribution of our employees is aligned to the interests of our shareholders. For our senior executives, this is
managed through a balanced scorecard which includes both financial and non‐financial measures.
FY19 Remuneration Outcomes
As we exited FY18, we felt confident regarding our ability to deliver improved results in FY19. As a result, the targets we set were
aggressive. As the year unfolded, we saw that our Health Solutions business continued to gain momentum and exceeded our plans
however our Distribution business continued to struggle and fell short of expectations. This led to an Operating Review of our Distribution
business in 2H FY19 and an ongoing Strategic Review of Hills Limited. While these reviews have helped chart a path forward, the
performance of our Distribution business impacted our overall financial results for FY19 and significantly reduced the variable pay of our
senior managers with the exception of those engaged directly in our Health Solutions division.
The overall disappointing outcome in FY19 did not reflect the effort and leadership of our managers and we remain grateful for their
ongoing contributions.
Executive, Management and Employee Development
As indicated in our FY18 report, we wanted to enhance the capabilities of our staff and especially our managers to help them deliver the
results and employee engagement we require in these challenging times. Some of these activities are listed below:
During October 2018, the Executive Team undertook an externally facilitated development day that focused on the alignment of
individual and team Strategy, Vision & Goals and an actionable plan with facilitated quarterly reviews during December 2018 and
March 2019.
Our senior and middle managers were engaged in a leadership program aimed at better equipping them to operate as managers
at Hills. An initial 2‐day workshop was followed and reinforced by subsequent 6 weekly coaching circles that provided practical
re‐enforcement.
Approximately 95% of the Hills sales, vendor & product sales managers attended a combination of the following practical training
programs:
o
Sales Planning,
o Negotiations and Presentation skills.
A schedule of ongoing compliance training for all employees has been initiated with the training focused on employee roles &
responsibilities. Some of the more recent compliance training programs that have been completed include:
o Anti‐Bribery & Corruption
o Drugs & Alcohol
o
o
o
Privacy law
Injury management
Communications & Market Disclosure
14
Hills Limited
Directors’ report
For the year ended 30 June 2019 (continued)
Letter from the Chairman of the Nomination and Remuneration Committee
Let me now turn to CEO & MD remuneration.
CEO & MD Remuneration
With the appointment of David Lenz in September 2016, we adopted a new market‐based compensation framework. In FY19 the
framework was as follows:
Base Pay (including superannuation): $350,000
Variable Pay: $250,000
The Base Pay, was set after a review of similar roles in the marketplace. It has not been adjusted since David’s appointment in September
2016. In establishing the amount of Variable Pay we seek to strongly align our CEO & MD remuneration with the results of the Company
and hence our shareholders. After a strong turnaround in FY18, we lifted the CEO & MD Variable Pay from $200k to $250k from 1
September 2018. As in the past, the Variable Pay to be determined as a result of the performance of Hills over the FY19 and paid 50% in
cash and 50% in equity. The equity vests over three years at the rate of:
‐
‐
‐
20% in year one
30% in year two
50% in year three.
The hurdles associated with the variable pay for FY19 were as follows:
Element
Measure
Financial (70%)
Net Profit After Tax (NPAT)
Operating Cash Flow
Inventory Management
Non‐financial (30%)
Vendor Commitment
Employee Engagement
Board discretion
Despite the outstanding results of our Health Solutions division the overall Hills Limited financial targets were not met. With regard to the
Non‐Financial targets, we have not lost any major vendors, in fact the total revenue and margin from our top 5 distribution vendors has
increased. We have seen a concerted effort to enhance employee skills with employee engagement improving by 2 points over our FY18
results. This is a pleasing outcome given the difficult nature of the year. At the same time, our CEO & MD has worked hard to implement
the results of our Strategic and Operating Reviews which were conducted in 2H FY19 and helped lay a path for an improved FY20.
Based upon these results the Board has determined that the CEO & MD has earned 16% of his variable pay.
There are no plans to amend the CEO & MD remuneration for FY20.
Non‐Executive Director Remuneration:
In light of the financial results and to bring fees in line with similar sized companies, effective 1 July 2019, Non‐Executive Director (NED)
compensation has been reduced by approximately 25‐40% per annum as follows:
Company Chair from $160,000 to $100,000
Non‐executive director from $80,000 to $60,000
Audit Committee Chair from $16,000 to $10,000
The Nomination and Remuneration Committee Chair Fee of $16,000 has been removed.
The Audit Committee Membership fee of $8,000 has been removed.
In addition, we continue to review the skill mix and size of our Board in light of the recent Strategic Review and have no plans to increase
our Board size beyond four non‐executive members.
15
Hills Limited
Directors’ report
For the year ended 30 June 2019 (continued)
Letter from the Chairman of the Nomination and Remuneration Committee (continued)
FY20 Outlook
As indicated earlier, we have been very pleased with the growth and profitability of our Health Solutions division, however the
performance of our Distribution business continued to impact Hills overall performance and had not sustained the momentum of the FY18
turnaround.
As a result, we instigated a Strategic Operating Review of our Distribution division in the 2H of FY19. This review identified a number of
areas where improvements could be made. These improvements have been included in our plans and we are determined that we should
return our Distribution business to profitability in FY20 while continuing to grow and expand our Health Solutions division.
In light of this, we have adjusted the FY20 scorecard to increase the weighting of our financial measures from 70% to 80%. In addition, we
have shortened the Aged Inventory target from 180 to 90 days to reflect our need for not only inventory reduction, but the mix and
currency of our inventory.
We recognise that we have a significant weighting of financial measures for our CEO & MD, however we feel that at this stage of our
transformation it is critical.
Element
Measure
Financial (80%)
Net Profit After Tax (NPAT)
Deliver Hills Distribution Profit in FY20
Reduce Aged Inventory > 90 days
Non‐financial (20%)
Employee Engagement
Board Discretion
The variable incentive targets for our CFO are linked closely with those of the CEO & MD but also include a focus on improving our Debtors
Outstanding. Division Heads are rewarded primarily on profit contribution for their division.
Thank you for taking the time to review the FY19 Remuneration Report. We are disappointed that we have not delivered the results our
shareholders would have expected nor those our team had planned for and this is reflected in the variable compensation paid. Despite this
it is important to conclude by thanking the employees of Hills for their ongoing loyalty and dedication to our customers and suppliers. Our
employees’ efforts continue to help differentiate Hills in the marketplace.
Yours sincerely
Philip Bullock AO
Chairman, Nomination and Remuneration Committee
16
Hills Limited
Directors’ report
For the year ended 30 June 2019 (continued)
Remuneration report – audited
This Remuneration Report explains Hills approach to executive remuneration, performance and remuneration outcomes for Hills and its
Key Management Personnel (KMP) for the year ended 30 June 2019 (FY19). In this report, ‘senior executives’ refers to the KMP excluding
non‐executive directors.
The information provided in the Remuneration Report has been audited as required by Section 308 (3C) of the Corporations Act 2001.
The Remuneration Report comprises the following sections:
1
2
3
4
5
6
Key Management Personnel
Remuneration Governance
Executive Remuneration
Executive Contracts and Termination Arrangements
Five Year Snapshot ‐ Business and Remuneration Outcomes
Statutory Remuneration Tables
7 Non‐Executive Directors’ Remuneration
8
Equity instrument disclosures relating to Key Management Personnel
1
Key Management Personnel
KMP encompasses all Directors, as well as those senior executives who had specific responsibility for planning, directing and controlling
material activities of Hills during FY19.
Position
Term as KMP in FY19
Name
Directors
J Hill‐Ling
Chairman, Non‐Independent and Non‐Executive Director
F Bennett
Independent, Non‐Executive Director
P Bullock AO
Independent, Non‐Executive Director
K Dwyer
D Lenz
Independent, Non‐Executive Director
Executive Director
A Kinkade
Independent, Non‐Executive Director
Full Year
Full Year
Full Year
Full Year
Full Year
Commenced 26 February 2019. Resigned
19 June 2019
Senior Executives
D Lenz
C Jacka
D Fox
R Edgar
A Hall
Chief Executive Officer & Managing Director
Chief Finance Officer
Company Secretary & General Counsel
Full Year
Full Year
Full Year
Head of Security, Surveillance, IT and ATV
Commenced 5 July 2018
Head of Health Solutions
Full Year
17
Hills Limited
Directors’ report
For the year ended 30 June 2019 (continued)
2
Remuneration Governance
2.1 Role of the Nomination and Remuneration Committee
The Board, with assistance from the Nomination and Remuneration Committee, is ultimately responsible for ensuring that the Hills
remuneration framework is consistent with the business strategy and performance, supporting increased shareholder wealth over the long
term.
The Nomination and Remuneration Committee, consisting of non‐executive directors: Philip Bullock (Chairman), Jennifer Hill‐Ling and Ken
Dwyer have responsibility for reviewing the remuneration strategy annually and advises the Board on remuneration policies and practices
generally.
The Nomination and Remuneration Committee is responsible for:
the ongoing appropriateness and relevance of the remuneration framework for the Chairman, the Board Committees and the non‐
executive Directors;
Hills remuneration policy for the CEO & MD, his direct reports and other senior executives, any changes to the policy, and the
implementation of the policy including any shareholder approvals required; and
incentive plans for the CEO & MD, his direct reports and other senior executives.
Further detail on the Nomination and Remuneration Committee’s responsibilities is set out in its Charter, which is reviewed annually, and
which is available on the Hills website at: http://www.corporate.hills.com.au/about‐us/governance.
2.2
Use of Independent Remuneration Consultants
In accordance with the Nomination and Remuneration Committee Charter, the Committee seeks advice and market data from independent
remuneration consultants as required.
During the year no advisors were engaged.
2.3
Hills Share Trading Policy
The Hills Share Trading Policy imposes trading restrictions on all Hills employees who are considered to be in possession of ‘inside
information’ and additional restrictions in the form of trading windows for senior executives. Board members, senior executives and
members of the broader management team are prohibited from trading in Hills shares during specific periods prior to the announcement
of the half and full year results. This policy applies equally to shares received as part of remuneration. The Securities Policy is available on
the Hills website at: http://www.corporate.hills.com.au/about‐us/governance.
2.4
Hills Clawback Policy
To strengthen the governance of the remuneration strategy, Hills has an executive remuneration Clawback Policy in place. The policy is
designed to further align the remuneration outcomes of the Hills senior executive team with the long‐term interests of Hills and its
shareholders, to ensure that excessive risk taking is not rewarded, and to provide the Board with the ability to claw back incentives
paid, where there has been a material misstatement in Hills Financial Statements.
18
Hills Limited
Directors’ report
For the year ended 30 June 2019 (continued)
3.
Executive Remuneration
3.1
Alignment of Remuneration Strategy with Business Strategy
The Board has established a Remuneration Strategy that supports and drives the achievement of the Hills Business Strategy. The Board is
confident that the remuneration framework aligns the remuneration of the senior executives with shareholder interests. Hills is a business
that is heavily focused on key performance indicators (KPIs) and rewards its people at all levels on achievement of those KPIs.
3.2
Remuneration Mix
In FY19, senior executive remuneration was comprised of Fixed Remuneration (made up of base salary and superannuation), and variable
incentive. The CEO & MD split was approximately 55‐60% Fixed Remuneration and 40‐45% Variable Incentive. Other executives had a split
of approximately 60‐80% Fixed Remuneration and 20‐40% Variable Incentive, dependent on their role.
Chart 3.2: CEO & MD Remuneration Mix FY19
19
Hills Limited
Directors’ report
For the year ended 30 June 2019 (continued)
3 Executive Remuneration (continued)
3.3
Chief Executive Officer (CEO) and Managing Director (MD) Remuneration
In FY19, the CEO & MD, Mr David Lenz had a fixed remuneration of $350,000 per annum (inclusive of superannuation).
Fixed Remuneration is reviewed annually by the Board with reference to performance of the Company, performance of the CEO & MD, and
market information.
Variable Incentive FY19
Mr Lenz had a variable incentive opportunity of up to $250,000.
The variable incentive for FY19 adopted a balanced scorecard approach which was aligned to the Company’s strategic plan. The balanced
scorecard focused on the following key areas:
Element
Measure
Financial (70%)
Net Profit After Tax (NPAT)
Operating Cash Flow
Inventory Management
Non‐financial (30%)
Board Discretion
Vendor Commitment
Employee Engagement
Weighting was distributed across these measures.
The variable incentive is paid 50% as cash and 50% as Performance Rights (unless the Board determines otherwise), with vesting to take
place over a 3‐year period in the following manner:
20% after 1 year;
30% after 2 years; and
50% after 3 years.
Mr Lenz was awarded an initial sign‐on bonus of 200,000 Hills Performance Rights on 1 September 2016. The first tranche of 100,000
shares vested in September 2017 and the second tranche vested in September 2018.
3.4
Senior Executive Variable Incentive FY19
Variable Incentive – How It Works
The variable incentive is an at risk component of remuneration and is designed to reward performance against the achievement of a
balanced scorecard which is aligned to the Company’s strategic plan. Senior executive variable incentives were determined on similar
measures to the CEO & MD.
The variable incentive performance period was from 1 July 2018 to 30 June 2019.
The maximum variable incentive available to each senior executive was set at a level based on role, responsibilities and market data for the
achievement of targets against specific KPIs. The maximum variable incentive opportunity for each senior executive is listed at section 3.5
as an absolute dollar amount and as a percentage of the senior executive’s fixed remuneration.
20
Hills Limited
Directors’ report
For the year ended 30 June 2019 (continued)
3 Executive Remuneration (continued)
The following table summarises the potential FY19 variable incentive payments where a senior executive ceased employment with Hills:
Resignation and
retirement
Any entitlement to a payment was subject to the participant being employed by Hills at the time of
payment.
Company
initiated
termination
Summary
dismissal
Any entitlement to a payment would be for completed months, with no pro‐rata for partly completed
months. The calculation of an entitlement was based on actual results for the year and paid on the
scheduled date.
If summarily dismissed, a participant forfeits all rights to any payments under the FY19 variable
incentive which had not already vested or been made.
Assessment of Performance and Approval of Payment
The Remuneration & Nomination Committee assessed the individual senior executive’s performance based on the CEO & MD’s
recommendations, against the KPIs set at the beginning of the financial year. The assessment of individual performance was combined with
the achievement of financial results to determine the amount of payment for each senior executive. The Remuneration & Nomination
Committee recommended the variable incentive payment outcome to the Board for approval. Variable incentive payments for FY19 were
delivered as cash payments following approval by the Board. Details of Variable Incentive payments are provided in section 3.5.
3.5
FY19 Variable Incentive Performance and Outcomes
FY19 was a year of mixed results. Our Health Solutions and Hills Connection Solutions businesses continued to grow and make significant
profit contributions to our business. Unfortunately, our Distribution business did not perform to expectations thus significantly reducing
the overall Hills Limited results. These outcomes are reflected in the variable incentive plan results detailed in this report. A summary of
Company performance compared to previous years is provided in section 5.
The KPIs for the senior executives were aligned to the CEO & MD’s KPIs. The variable incentives received by the CEO & MD and senior
executives for FY19 (if any) are set out in the following table:
Target
Variable
Incentive
opportunity
% of fixed
(pro‐rata)
remuneration
Actual
Variable
Incentive
outcome
%
%
Achieved
Forfeited
Executive Director
D Lenz
$237,500
66%
$38,000
16%
84%
Other Senior Executive
C Jacka
D Fox
A Hall
R Edgar
TOTAL
$137,500
$80,000
$125,000
$71,211
$651,211
54%
27%
42%
25%
46%
$30,250
$12,800
22%
16%
$180,000
144%
$11,520
16%
$272,570
42%
78%
84%
0%
84%
58%
21
Hills Limited
Directors’ report
For the year ended 30 June 2019 (continued)
3 Executive Remuneration (continued)
3.6 FY20 Variable Incentive Design for CEO & MD
Variable Incentive Plan – FY20
For FY20 it has been decided to continue the variable incentive plan which involves remunerating selected executives on their annual
performance by cash and in the case of our CEO & MD by shares which vest over a 3‐year period according to the following vesting scale:
20% after 1 year;
30% after 2 years; and
50% after 3 years.
The annual performance against which the CEO & MD will be measured is in accordance with the balanced scorecard which has the
following measures.
Element
Measure
Financial (80%)
Net Profit After Tax (NPAT)
Deliver Hills Distribution Profit in FY20
Reduce Aged Inventory > 90 days
Non‐financial (20%)
Employee Engagement
Board Discretion
Other executives had similar scorecards which reflected their specific roles.
4
Executive Contracts and Termination Arrangements
Employment contracts
The remuneration and other terms of employment for the CEO & MD, and senior executives are covered in their individual employment
contracts and are summarised in this table:
Chief Executive Officer & Managing
Director
The contract for the Chief Executive Officer and Managing Director commenced on
1 September 2016 for an initial term of 12 months, following which the Chief
executive Officer and Managing Director will continue to be employed till either
party provides notice.
Hills or the Chief Executive Officer and Managing Director may terminate
employment at any time by giving three months’ written notice.
Senior Executives
Chief Executive Officer and Senior
Executives
The contracts may be terminated by either party by giving 3 months written
notice.
There are no guaranteed base pay increases included in any senior executive
contract.
In the instance of serious misconduct, Hills may terminate employment at any
time. The executive will only receive payment to the date of termination and any
statutory entitlements.
Retirement benefits comprise employer contributions to defined contribution
superannuation funds.
22
Hills Limited
Directors’ report
For the year ended 30 June 2019 (continued)
5
Five Year Snapshot – Business and Remuneration Outcomes
An underlying principle of the Hills remuneration strategy is that remuneration must be linked to the performance of Hills.
The following is a summary of financial performance and share price information over the last five years.
Key Financials
Shareholders’ funds
Statutory net profit / (loss)
Basic earnings / (loss) per share
Dividends
Share Price – as at 30 June
Variable Incentive Payments for KMP’s as
recorded in each financial year‐ % of target
opportunity
FY19
FY18
FY17
FY16
FY15
52,357
61,308
60,931
69,077
136,600
(8,826)
(3.8)
‐
0.18
359
0.2
‐
0.23
(7,932)
(68,305)
(85,780)
(3.4)
(29.4)
(37.0)
‐
0.16
2.1
0.25
2.1
0.46
40%1
30%
29%
19%
4%
$000
$000
cents
cents
$
%
6
Statutory Remuneration Tables
6.1
Senior Executive Remuneration
The following table of senior executives’ remuneration has been prepared in accordance with accounting standards and the Corporations
Act 2001 requirements. The amounts shown are equal to the amounts expensed (and not necessarily paid) in the Company’s financial
statements.
FY19
$
Name
Short‐term benefits
Post‐employment
benefits
Long term
benefits
Share based
payments
Cash salary &
fees
Cash
bonus2
Other
Superannuation
LSL3
Termination
benefits4
Performance
rights
TOTAL
Executive Director
D Lenz
328,100
38,000
21,689
7,802
‐
13,378
408,969
Senior Executives
C Jacka
D Fox
A Hall
R Edgar
Total Senior
Executives
229,001
30,250
22,393
3,786
245,338
12,800
9,407
23,888
19,382
266,057
180,000
5,000
20,310
2,921
247,115
11,520
8,443
22,476
242
1,315,611
272,570
22,850
110,756
34,133
‐
‐
‐
‐
‐
‐
‐
‐
‐
285,430
310,815
474,288
289,796
13,378
1,769,298
‐
‐
1 Excluding the Health Solutions business this metric would have been 17%.
2 MD & CEO cash bonus reflects the 50% of variable incentive paid as performance share rights as noted in Section 3.3 of this report.
3 Long Service Leave.
4 In accordance with statutory and legal obligations.
23
Hills Limited
Directors’ report
For the year ended 30 June 2019 (continued)
6
Statutory Remuneration Tables (continued)
FY18
$
Name
Short‐term benefits
Post‐employment
benefits
Long term
benefits
Share based
payments
Cash salary &
fees
Cash
bonus1
Other
Superannuation
LSL2
Termination
benefits3
Performance
rights
TOTAL
Executive Director
D Lenz
327,756
37,500
Senior Executives
C Jacka
D Fox
211,305
44,000
246,040
31,643
Former Senior Executives
D Osborne4
278,410
‐
Total Senior
Executives
1,063,511
113,143
‐
‐
‐
‐
‐
21,978
3,736
19,727
1,562
22,257
20,767
24,696
‐
88,658
26,065
‐
‐
‐
‐
‐
32,075
423,045
‐
‐
‐
276,594
320,707
303,106
32,075
1,323,452
6.2
Remuneration components as a proportion of total remuneration paid or expensed
The following table reflects the fixed remuneration and Variable Incentive for FY19 calculated in accordance with the accounting
standards as a proportion of the total.
Full Year Potential
Variable Incentive
Pro‐rata Potential
Variable
Incentive5
Actual Variable
Incentive paid /
payable
Actual Variable
Incentive paid /
payable as % of
Full Year Potential
Actual Variable
Incentive paid /
payable as % of
Pro‐rata
Variable Incentive
paid / payable as
% of Fixed
Remuneration
$250,000
$237,500
$38,000
15%
16%
11%
$150,000
$137,500
$80,000
$80,000
$30,250
$12,800
$125,000
$125,000
$180,000
$72,000
$71,211
$11,520
20%
16%
144%
16%
22%
16%
144%
16%
12%
4%
61%
4%
Name
Executive Director
D Lenz
Senior Executives
C Jacka
D Fox
A Hall
R Edgar
1 MD & CEO cash bonus reflects the 50% of variable incentive paid as performance share rights as noted in Section 3.3 of this report.
2 Long Service Leave.
3 In accordance with statutory and legal obligations.
4 D Osborne resigned as Head of Hills Health Solutions on 26 June 2018.
5 Incentive applicable from 1 September 2018
24
Hills Limited
Directors’ report
For the year ended 30 June 2019 (continued)
6
Statutory Remuneration Tables (continued)
6.2
Remuneration components as a proportion of total remuneration paid or expensed (continued)
The following table reflects the fixed remuneration, Variable Incentive and total performance‐based remuneration for FY19 calculated
in accordance with the accounting standards as a proportion of the total remuneration.
Name
Executive Director
D Lenz
Senior Executives
C Jacka
D Fox
A Hall
R Edgar
Fixed
remuneration %
At risk Variable
Incentive paid or
payable %
Value of
performance
rights %
Total performance
based %
88%
89%
96%
62%
96%
9%
11%
4%
38%
4%
3%
‐
‐
‐
‐
12%
11%
4%
38%
4%
The following table shows the proportion weighting of each element of remuneration for each of the senior executives employed during
FY19 based on maximum potential outcome.
Fixed remuneration %
Maximum Variable Incentive %
Maximum Long‐Term Incentive %
Name
FY19
FY18
FY19
FY18
FY19
FY18
Executive Director
D Lenz
Senior Executives
C Jacka
D Fox
A Hall
R Edgar
59%
62%
39%
35%
2%
3%
65%
79%
70%
80%
70%
78%
‐
‐
35%
21%
30%
20%
30%
22%
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
6.3
Number of performance rights granted, vested and expired / forfeited in FY19
At 1 July 2018
Granted
Vested
Forfeited
At 30 June 2019
Executive Director
D Lenz
227,322
198,646
(187,475)
‐
238,493
25
Hills Limited
Directors’ report
For the year ended 30 June 2019 (continued)
7
Non‐Executive Directors’ Remuneration
The Board sets non‐executive Director Remuneration at a level which enables the attraction and retention of directors of the highest calibre,
while incurring a cost which is acceptable to shareholders. The remuneration of the non‐executive directors is determined by the Board on
recommendation from the Nomination and Remuneration Committee within a maximum fee pool.
Non‐executive directors receive a base fee and statutory superannuation contributions. Non‐executive directors do not receive any
performance‐based pay. Fees for non‐executive directors were decreased in FY16. They were decreased again from 1 July 2019, as noted
earlier in the letter from the Chairman.
7.1
Fee Pool
The maximum amount of fees that can be paid to non‐executive directors is capped by a pool approved by shareholders. At the FY11
Annual General Meeting, shareholders approved the current fee pool of $1.2 million which is recorded on an accrual basis. The fee pool did
not change in FY19.
7.2
Directors’ FY19 Fee Structure
The following table outlines the main Board and Committee fees as at 30 June 2019.
Board
Audit and Risk Committee
Nomination and Remuneration Committee
Chair fee $
Member fee $
160,000
16,000
16,000
80,000
8,000
Nil
As indicated earlier from 1 July 2019 the Board and Committee fees are:
Board
Audit and Risk Committee
Nomination and Remuneration Committee
Chair fee $
Member fee $
100,000
10,000
Nil
60,000
Nil
Nil
26
Hills Limited
Directors’ report
For the year ended 30 June 2019 (continued)
7
Non‐Executive Directors’ Remuneration (continued)
7.3 Non‐executive Directors’ remuneration details
Non‐Executive
Directors
J Hill‐Ling
F Bennett
P Bullock AO
K Dwyer
A Kinkade
TOTAL
Year
2019
2018
2019
2018
2019
2018
2019
2018
2019
2019
2018
Board and
Committee fees $
Superannuation $
Total
$
146,120
146,119
87,672
87,671
94,978
94,978
80,366
80,367
22,761
431,897
409,135
13,880
13,881
8,328
8,329
9,022
9,022
7,634
7,633
2,162
41,026
38,865
160,000
160,000
96,000
96,000
104,000
104,000
88,000
88,000
24,923
472,923
448,000
7.4
Retirement Allowance for Non‐Executive Directors
Ms J Hill‐Ling is the only Director entitled to receive benefits on retirement under a scheme that was discontinued on 1 August 2003.
Under the scheme, Ms J Hill‐Ling is entitled to a maximum retirement benefit of twice her annual Director’s fee (calculated as an
average of her fees over the last three years) with a vesting period of eight years, which has been achieved. Since the scheme was
discontinued, no new Directors have become entitled to any benefit and the benefit multiple (up to a maximum of two times fees)
remains fixed. The benefit is fully provided for in the financial statements.
27
Hills Limited
Directors’ report
For the year ended 30 June 2019 (continued)
8
Equity instrument disclosures relating to Key Management Personnel
8.1
Share Holdings
The numbers of shares in the Company held during the financial year by each Director of Hills Limited and other key management
personnel of the Company, including their personally related parties, are set out below. There were no shares granted during the
reporting period as compensation.
The Company has a policy requiring directors to hold a minimum number of shares. Specifically, directors are required to hold a minimum
number of shares and are required to attain this shareholding within a reasonable period.
Ordinary shares
Balance at start of
the year
Received during the year
on the exercise of
options / rights
Other changes
during the year
Balance at the end of
the year
Directors and Key Management Personnel
J Hill‐Ling
F Bennett
P Bullock AO
K Dwyer
A Kinkade
D Lenz
D Fox
18,146,677
178,444
200,000
250,000
‐
100,000
‐
100,000
18,246,677
‐
‐
‐
‐
‐
131,830
‐
100,000
100,000
‐
‐
‐
833,888
178,444
300,000
350,000
‐
231,830
833,888
Messrs Jacka, Hall and Edgar did not hold any shares in the Company at the start of the year or at any point during the year.
8.2 Loans to Key Management Personnel
There were no outstanding loans to KMP or their related parties at the reporting date.
8.3 Other Transactions with Key Management Personnel
A number of KMP or their related parties hold positions in other entities that result in them having control or significant influence over the
financial or operating policies of those entities.
From time to time, KMP of the Company or its controlled entities, or their related entities, may purchase goods or services from Hills or
make sales of goods or services to Hills. These purchases or sales are on the same terms and conditions as those entered into by Hills
employees, customers or suppliers and are trivial and domestic in nature.
This report is made in accordance with a resolution of Directors.
Jennifer Hill‐Ling
Director
Sydney
30 August 2019
Philip Bullock AO
Director
28
Lead Auditor’s Independence Declaration under
Section 307C of the Corporations Act 2001
To the Directors of Hills Limited
I declare that, to the best of my knowledge and belief, in relation to the audit of Hills Limited for the financial
year ended 30 June 2019 there have been:
i.
no contraventions of the auditor independence requirements as set out in the Corporations Act 2001
in relation to the audit; and
ii.
no contraventions of any applicable code of professional conduct in relation to the audit.
KPMG
Paul Cenko
Partner
Adelaide
30 August 2019
KPMG, an Australian partnership and a member firm of the KPMG
network of independent member firms affiliated with KPMG
International Cooperative (“KPMG International”), a Swiss entity.
Liability limited by a scheme approved under
Professional Standards Legislation.
Hills Limited ABN 35 007 573 417
Consolidated financial statements
for the year ended 30 June 2019
Contents
Financial statements
Consolidated statement of profit or loss
Consolidated statement of comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the consolidated financial statements
Section A: About this report
Section B: Business performance
Section C: Operating assets & liabilities
1 Segment information
2 Revenue
3 Other income
4 Expenses
5 Income tax
6 Profit / (Loss) per share
Section D: Capital and financing
14 Contributed equity
15 Reserves
16 Dividends
17 Borrowings
18 Derivative financial instruments
19 Capital and financial risk management
20 Fair value measurements
Page 39
Page 41
Page 42
Page 42
Page 44
Page 48
Page 59
Page 60
Page 61
Page 62
Page 64
Page 66
Page 72
7 Cash and cash equivalents
8 Trade and other receivables
9 Inventories
10 Trade and other payables
11 Property, plant and equipment
12 Intangible assets
13 Provisions
Section E: Group structure
21 Interests in other entities
22 Related party transactions
23 Parent entity financial information
24 Deed of cross guarantee
Section F: Unrecognised items
Section G: Other
25 Contengencies
26 Committments
27 Events after reporting period
Page 78
Page 78
Page 79
28 Share‐based payments
29 Remuneration of auditors
30 Other accounting policies
Signed reports
Directors’ declaration
Independent auditor’s report
ASX information
Shareholders information
Corporate directory
Hills Limited
Page 31
Page 32
Page 33
Page 34
Page 35
Page 36
Page 49
Page 50
Page 52
Page 52
Page 53
Page 55
Page 57
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Page 93
30
Consolidated statement of profit or loss
For the year ended 30 June 2019
Continuing operations
Revenue
Cost of sales
Gross Margin
Other income
Expenses excluding net finance expenses
Labour and related expenses
Operational and equipment expenses
Property expenses
Depreciation and amortisation
Other expenses
Expenses excluding net finance expenses
Notes
2019
$'000
2018
$'000
2
4a
267,362
271,781
(183,488)
(185,101)
83,874
86,680
3
551
910
(52,733)
(6,322)
(7,596)
(6,617)
(22,306)
(95,574)
(54,044)
(7,163)
(7,711)
(6,519)
(8,950)
(84,387)
4a
4b
(Loss) / Profit before net finance expense and income tax
(11,149)
3,203
Finance income
Finance expenses
Net finance expenses
(Loss) / Profit before income tax
Income tax benefit from continuing operations
(Loss) / Profit from continuing operations
(Loss) / Profit for the year, attributable to owners of Hills Limited
121
(3,386)
121
(3,284)
4a
(3,265)
(3,163)
(14,414)
5
5,588
(8,826)
(8,826)
40
319
359
359
Cents
Cents
Profit/(Loss) per share for loss from continuing operations attributable to the ordinary
equity holders of the Company:
Basic and diluted profit/(loss) per share
6
(3.8)
0.2
The above consolidated statement of profit or loss should be read in conjunction with the accompanying notes.
31
Hills Limited
Consolidated statement of comprehensive income
For the year ended 30 June 2019
(Loss) / Profit for the year
Other comprehensive income
Items that may be reclassified to profit or loss
Changes in the fair value of cash flow hedges
Exchange differences on translation of foreign operations
Income tax relating to components of other comprehensive income
Other comprehensive income / (loss) for the year, net of tax
Notes
2019
$'000
2018
$'000
(8,826)
359
15
15
5
(198)
260
‐
62
318
(237)
(95)
(14)
345
Total comprehensive (loss) / income for the year, attributable to owners of Hills Limited
(8,764)
The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
32
Hills Limited
Consolidated statement of financial position
As at 30 June 2019
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Derivative financial instruments
Total current assets
Non‐current assets
Investments
Property, plant and equipment
Intangible assets
Deferred tax assets
Total non‐current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Borrowings
Provisions
Derivative financial instruments
Total current liabilities
Non‐current liabilities
Borrowings
Provisions
Total non‐current liabilities
Total liabilities
Net assets
EQUITY
Contributed equity
Reserves
Accumulated losses
Total equity
Notes
2019
$'000
2018
$'000
7
8
9
18
11
12
5
10
17
13
18
17
13
14
15
10,867
59,194
41,636
‐
15,783
59,651
44,043
93
111,697
119,570
2
15,281
2,072
16,733
34,088
2
14,915
6,267
11,122
32,306
145,785
151,876
40,646
15,927
8,731
106
65,410
23,331
4,687
28,018
93,428
52,357
47,731
6,357
6,206
‐
60,294
26,339
3,935
30,274
90,568
61,308
278,439
11,128
(237,210)
278,439
11,053
(228,184)
52,357
61,308
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
33
Hills Limited
Consolidated statement of changes in equity
For the year ended 30 June 2019
Balance at 1 July 2017
Total comprehensive income / (loss) for the year
Transactions with owners in their capacity as owners:
Employee share schemes
Balance at 30 June 2018
Balance at 1 July 2018
Adjustment for initial application of AASB9
Total comprehensive income for the year
Transactions with owners in their capacity as owners:
Employee share schemes
Balance at 30 June 2019
Notes
28
8
28
Contributed
equity
$'000
278,439
‐
‐
278,439
278,439
‐
‐
‐
Attributable to owners of Hills Limited
Reserves
$'000
11,035
(14)
32
11,053
11,053
‐
62
13
Accumulated
losses
$'000
(228,543)
359
‐
(228,184)
(228,184)
(200)
(8,826)
‐
278,439
11,128
(237,210)
Total
$'000
60,931
345
32
61,308
61,308
(200)
(8,764)
13
52,357
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
34
Hills Limited
Consolidated statement of cash flows
For the year ended 30 June 2019
Cash flows from operating activities
Receipts from customers (inclusive of goods and services tax)
Payments to suppliers and employees (inclusive of goods and services tax)
Net finance costs paid
Net income taxes received / (paid)
Net cash flows (used in) / from operating activities
Cash flows from investing activities
Payments for property, plant and equipment
Payments for intangible assets
Proceeds from sale of property, plant and equipment and intangible assets
Net cash flows (used in) / from investing activities
Cash flows from financing activities
Proceeds from borrowings
Repayment of borrowings
Notes
2019
$’000
2018
$’000
7
11
12
292,109
(293,324)
300,312
(285,947)
(1,215)
14,365
(2,775)
(14)
(2,607)
219
(4,004)
11,977
(2,646)
(3,019)
24
(1,233)
(5,193)
188
(5,641)
(6,238)
7,650
(3,000)
3,461
(1,961)
Net cash flows from financing activities
17
4,650
1,500
Net (decrease) / increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Effects of exchange rate changes on cash and cash equivalents
(4,995)
15,783
79
7,239
8,651
(107)
Cash and cash equivalents at end of the year
7
10,867
15,783
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
35
Section A: About this report
These consolidated financial statements are for the group consisting of Hills Limited (the "Company" or "parent entity") and its subsidiaries
(together referred to as the "Group" or "Consolidated Entity" and individually as "Group Entities").
The notes to the consolidated financial statements that follow present information relevant to understanding the Group’s:
business performance;
operating assets and liabilities;
capital and financing arrangements, including the Group’s approach to risk;
structure, including related party transactions and parent entity information; and
unrecognised items at the end of the reporting period.
Other information that is required to be disclosed to comply with the accounting standards, the Corporations Act 2001 or the Corporations
Regulations, but are not considered significant to understand the financial performance or financial position of the Group are provided at
the end of the notes.
Hills Limited is a for profit company limited by shares, incorporated and domiciled in Australia.
The consolidated financial statements were authorised for issue by the Directors on 30 August 2019. The Directors have the power to
amend and reissue the consolidated financial statements.
Basis of preparation
These general purpose consolidated financial statements:
are presented in Australian dollars;
have been prepared in accordance with Australian Accounting Standards (AASBs), other authoritative pronouncements of
the Australian Accounting Standards Board, and the Corporations Act 2001;
comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board
(IASB); and
have been prepared on the basis of historical costs, except for financial instruments (derivatives) at fair value. The
methods used to measure fair values are discussed further in note 20.
Key accounting estimates
In preparing these financial statements, management are required to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from
these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period
in which the estimate is revised and in any future periods affected.
36
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
Key accounting estimates (continued)
In particular, information about significant areas of estimation, uncertainty and critical judgements in applying accounting policies that
have the most significant effect on the amounts recognised in the consolidated financial statements are described in the following notes:
Note 2
Note 5
Note 9
Recognition of revenue accounted for using the percentage of completion method
Tax losses for which no deferred tax asset has been recognised
Net realisable value of inventory
Notes 11 and 12
Measurement of property, plant and equipment and intangible assets
Notes 13 and 25
Provisions and contingencies
Note 20
Measurement of fair value
Principles of consolidation
Subsidiaries
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of the Company as at 30 June 2019 and the
results of all subsidiaries for the year then ended. A list of subsidiaries is included in note 21.
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group 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 to direct the activities of
the entity.
Subsidiaries are fully consolidated from the date on which control was obtained by the Group. They are de‐consolidated from the date that
control ceases.
Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are
also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of subsidiaries have
been changed where necessary to ensure consistency with the policies adopted by the Group.
Changes in ownership interests
The Group treats transactions with non‐controlling interests that do not result in a loss of control as transactions with equity owners of the
Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non‐controlling
interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non‐controlling
interests and any consideration paid or received is recognised in a separate reserve within equity attributable to owners of Hills.
When the Group ceases to have control, joint control or significant influence, any retained interest in the entity is remeasured to its fair
value with the change in carrying amount recognised in profit or loss. This fair value becomes the initial carrying amount for the purposes
of subsequently accounting for the retained interest as an associate, jointly controlled entity or financial asset. In addition, any amounts
previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of
the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit
or loss.
Foreign currency translation
Functional and presentation currency
Items included in the consolidated 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 Australian dollar is the Company's functional and
presentation currency and the functional and presentation currency of the majority of the Group.
37
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
Foreign currency translation (continued)
Transactions and balances
Transactions in foreign currencies are translated to the respective functional currencies of Group Entities using exchange rates at the dates
of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the
functional currency at the foreign exchange rate at that date. Non‐monetary assets and liabilities denominated in foreign currencies that
are measured at fair value are translated to the functional currency at the exchange rate at the date that the fair value was determined.
Non‐monetary assets and liabilities that are measured in terms of historical cost are translated using the exchange rate at the date of the
transaction. Foreign currency differences arising on retranslation are recognised in profit or loss.
Group entities
The results and financial position of all Group Entities that have a functional currency different from the presentation currency are
translated into the presentation currency as follows:
Closing rate
Assets and liabilities for each statement of financial position
Average rate
Income and expenses for each income statement: average rates, unless this is not a reasonable
approximation of the cumulative effect of the rates prevailing on the transactions dates (in which
case, the rates on the transaction dates are used)
All resulting exchange differences are recognised in other comprehensive income.
Rounding
The Company is an entity to which the ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 applies. Amounts
have been rounded off in accordance with the instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.
38
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
Section B: Business performance
This section contains information relevant to understanding the results and performance of the Group during the reporting period:
1
2
3
4
5
6
Segment information
Revenue
Other income
Expenses
Income tax
Profit / (Loss) per share
1
Segment information
Considering the continued growth of the Health business a decision was made to review the reportable segments. This has resulted in
a change to the reported financial metrics below. In accordance with accounting standards, comparative information has been
reclassified in the same format.
Although the Group’s divisions are managed on a products and services basis, they operate in two main geographical areas:
Australia
Overseas
Comprises manufacturing facilities in South Australia and sales offices and customers in most states
and territories.
Comprises sales offices and customers in New Zealand and customers in the Pacific Islands, the
Middle East, Europe, Asia and North America.
(a) Information about reportable segments
Revenue1
EBITDA2
2019
$’000
2018
$’000
2019
$’000
2018
$’000
229,295
38,067
‐
240,835
30,946
‐
267,362
271,781
1,747
11,087
(2,664)
10,170
4,522
7,433
(2,584)
9,371
Reportable segment
Distribution
Health
Corporate
Total segment result
(b) Other segment information
Segment revenue
The revenue from external customers reported to the Chief Operating Decision Maker (CODM) is measured in a manner consistent
with that in the consolidated income statement. There are no sales between segments. Segment revenue reconciles to total revenue
per note 2.
The Group did not derive 5% or more of its revenues from any single external customer.
1 Total segment revenue represents revenue from external customers.
2 Earnings before interest, tax, depreciation, amortisation and impairment of intangible assets, goodwill and other receivables (EBITDA) is a non‐IFRS measure not
subject to audit or review. Segment EBITDA excludes the impact of certain income and costs associated with the restructuring of the Company to support future
growth opportunities. This non‐IFRS measure is relevant because it is consistent with the measures used internally by management and some in the investment
community to assess the operating performance of the business.
39
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
1
Segment information (continued)
Segment EBITDA
The CODM assesses performance based on a measure of EBITDA. This excludes the effects of non‐recurring expenditure from the
operating segments such as restructuring costs and intangible asset impairments when the impairment is the result of an isolated, non‐
recurring event and business combination acquisition transaction costs which, although expensed, are considered to otherwise distort
the operational view of the business.
Segment EBITDA reconciles to the loss before income tax as follows:
Segment EBITDA
Depreciation and amortisation
Net finance expenses
Net costs not considered part of segment EBITDA
Other income not considered part of segment EBITDA
(Loss) / Profit before income tax from continuing operations
Net costs not considered part of segment EBITDA comprise:
Costs related to proposed demerger of the Hills Health Solutions business
Reversal of impairment of property, plant and equipment
Other net costs related to the Company’s restructure and transformation program
Onerous lease provision
Inventory provision
Provision for redundancy
Impairment of non‐current assets
Other income relating to recovery of previously written off bad debt (see note 3)
Total net (costs) / income not considered part of segment EBITDA
Notes
4
4
2019
$'000
10,170
(6,617)
(3,265)
(14,702)
‐
2018
$'000
9,371
(6,519)
(3,163)
(67)
418
(14,414)
40
2019
$'000
‐
‐
(502)
(2,500)
(3,800)
(1,400)
(6,500)
(14,702)
‐
(14,702)
2018
$'000
(121)
165
(111)
‐
‐
‐
‐
(67)
418
351
Segment assets and liabilities No information regarding segment assets and liabilities has been disclosed, as these amounts are not
reported to the CEO for the purpose of making strategic decisions.
Geographical information
Segment revenue and non‐current assets (excluding financial instruments and deferred tax assets) by geographical location are shown
below. Segment revenues are allocated based on the country in which the customer is located. Segment assets are allocated based on
where the assets are located.
Australia
Other countries
Revenue
Non‐current assets
2019
$’000
248,601
18,761
2018
$’000
252,326
19,455
2019
$’000
17,043
312
2018
$’000
20,703
481
267,362
271,781
17,355
21,184
40
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
1
Segment information (continued)
Recognition and measurement
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker
(CODM). The CODM, who is responsible for allocating resources and assessing the performance of the operating segments, has been
identified as the Board of Directors.
Operating segments that exhibit similar long‐term economic characteristics, and have similar products, processes, customers, distribution
methods and regulatory environments are aggregated.
2
Revenue
Sales revenue
Sale of goods
Services
Total revenue from continuing operations
Recognition and measurement
Revenue
2019
$’000
2018
$’000
215,133
52,229
225,739
46,042
267,362
271,781
The Group has adopted AASB 15 Revenue from contracts with customers from 1 July 2018, which replaces AASB 118 Revenue.
AASB 15 establishes a principles‐based approach for revenue recognition whereby revenue is recognised when performance obligations
are satisfied, and the control of goods or services is transferred. The standard applies a five‐step approach to the timing of revenue
recognition and is applicable to all contracts with customers, except those in the scope of other standards, replacing the separate models
for goods, services and construction contracts under the previous accounting standards. The major sources of the Group’s revenue are
from the sale of goods and rendering of services, which are each considered below:
Sale of goods
The adoption of AASB 15 has not impacted the timing of revenue recognition on the sale of goods, which continues to be recognised on a
point in time basis.
In previous reporting periods, revenue from the sale of goods was recognised when the customer accepted the risks and rewards of
ownership, which occurred at the point of sale or when the goods were collected/delivered. In applying AASB 15, revenue associated with
the sale of goods is recognised when the performance obligation of the sale has been fulfilled and control of the goods has transferred to
the customer, which continues to occur at the point of sale or when the goods are collected / delivered.
Rendering of services
The Group generates revenue from the provision of various services including design and installation of health technology solutions,
information technology, audio visual and customer support services.
Under AASB 15, revenue relating to design, installation, IT, and AV services is principally recognised on a point in time basis, which occurs
upon completion of the service given the short time period over which the services are provided. Revenue relating to longer term
installation services and customer support services is recognised over the period that the services are provided where the Group retains
the responsibility for the performance obligations associated with the services, and at point of agreement execution when a third party
assumes the responsibility for the performance obligations associated with the services. Amounts collected for services not yet provided
are recorded as deferred revenue in the balance sheet. The adoption of AASB 15 has not impacted the timing of revenue recognition for
services revenue.
41
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
3
Other income
Net gain/(loss) on disposal of non‐current assets
Other income
2019
$’000
(12)
563
551
2018
$’000
52
858
910
Other income
Other income for the year ended 30 June 2019 includes $0.15 million from chargeable repair income and income of $0.12 million from
payout from a customer contract.
4
Expenses
(a) (Loss) / Profit before income tax includes the following specific expenses:
Cost of Sales
Cost of goods sold (inventories)
Direct cost of services provided
Total cost of sales
Depreciation
Plant and equipment
Total depreciation
Amortisation
Software
Development costs
Total amortisation
Total depreciation and amortisation
Wages and salaries
Defined contribution superannuation expense
Other employee benefit expenses
Equity‐settled share‐based payment transactions
2019
$’000
2018
$’000
163,657
19,831
165,955
19,146
183,488
185,101
4,350
4,350
2,202
65
2,267
6,617
2019
$’000
41,811
2,999
1,975
13
5,018
5,018
1,442
59
1,501
6,519
2018
$’000
40,203
3,829
2,910
32
Total employee benefits expenses
46,798
46,974
42
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
4
Expenses (continued)
(a) Profit / (Loss) before income tax includes the following specific expenses (continued):
Finance expenses
Interest and finance charges paid/payable
Unwinding of discount on provisions
Finance income
Interest income
Net finance costs expensed
(3,386)
‐
(3,243)
(41)
(3,386)
(3,284)
121
121
121
121
(3,265)
(3,163)
(b) Information on expenses
Accounting standards require that an analysis of expenses is presented using a classification based on either their nature or their function.
The Group presents expenses classified by nature in order to provide information that is relevant and consistent with how management
monitors business performance.
Further information on expenses as shown in the Consolidated statement of profit and loss is provided below:
Cost of goods sold
(inventories)
Direct costs of services
provided
Cost of goods sold include expenses relating to the change in inventories of finished goods and
work in progress, and raw materials used.
Direct costs of services provided include subcontractor costs, commissions and subscriptions
payable, and other direct costs associated with provision of services by Group entities. This
balance does not include internal labour costs related to carrying out services, which are included
in Labour and related expenses.
Labour and related
expenses
Labour and related expenses include employee benefits expenses of $46.798 million (as shown in
note 4a above) and other labour and related expenses such as third‐party logistics, labour hire,
employee training and recruitment.
Operational and
equipment expenses
Operational and equipment expenses include costs of freight, consumables, motor vehicle and
other equipment expenses, repairs and maintenance.
Property expenses
Other expenses
Property expenses include rent, rates, utilities, cleaning and security expenses related to
properties leased by the Group.
Other expenses include overhead expenses (such as insurance, advertising and marketing,
professional and consulting fees, telecommunications and information technology related
expenses) and other net costs not considered part of segment EBITDA (as shown in note 1b).
Recognition and measurement
Depreciation and amortisation
Refer to notes 11 and 12 for recognition and measurement of depreciation and amortisation.
Employee benefits expense
Refer to note 13 for information relating to employee benefits expense.
Finance income and expense
Finance income comprises interest income on funds invested. Interest income is recognised in profit or loss as it accrues. Finance expenses
comprise interest expense on borrowings and unwinding of the discount on provisions. Borrowing costs are recognised in profit or loss
using the effective interest method.
43
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
5
Income tax
(a) Income tax benefit
Current tax
Deferred tax
(b) Numerical reconciliation of income tax (benefit) / expense to prima facie tax payable
Profit / (Loss) from continuing operations before income tax expense
Tax at the Australian tax rate of 30% (2018: 30%)
Tax effect of amounts which are not deductible / (taxable) in calculating taxable income:
Non‐deductible expenses
Acquisition costs
Recognition of deferred tax assets
Tax losses for which no deferred tax asset is recognised
Tax effect of prior year adjustments
Difference in overseas tax rates
Total income tax benefit
(c) Income tax expense relating to items of other comprehensive income
Aggregate current and deferred tax arising in the reporting period and not recognised in net profit or
loss but directly debited or credited to other comprehensive income:
Income / (Losses) on cash flow hedges
Aggregate income tax benefit
2019
$’000
2018
$’000
‐
(5,588)
(5,588)
(14,414)
(4,324)
181
1
(1,739)
292
‐
(5,589)
1
‐
(319)
(319)
40
12
54
(22)
(3,429)
3,305
(231)
(311)
(8)
(5,588)
(319)
2019
$’000
2018
$’000
‐
‐
95
95
44
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
5
Income tax (continued)
(d) Tax losses
At the end of the reporting period, the Group had unused tax losses in respect of revenue items of $207.7 million (2018: $205.7
million) and capital items of $31.0 million (2018: $31.0 million).
Unused losses for which no deferred tax asset has been
recognised
Revenue items
Capital items
2019
$’000
2018
$’000
2019
$’000
2018
$’000
207,667
205,744
31,012
31,012
Potential tax benefit
62,286
61,715
9,304
9,304
Revenue and capital tax losses do not expire under current legislation and can be used to offset future taxable income but must
satisfy the requirements of the relevant tax legislation relating to continuity of ownership, and same or similar business tests.
Revenue losses
Deferred tax assets have not been recognised in respect of revenue tax losses because the period over which
the Group expects to utilise the benefits of these items extends beyond 3 years (the time horizon during
which their recovery is considered probable).
Capital losses
Deferred tax assets have not been recognised in respect of capital losses because it is not probable that
future capital gains will be available against which the Group can utilise the benefits from these items.
(e) Current tax assets and liabilities
There were no current tax assets for the Group at 30 June 2019 (2018: nil).
45
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
5
Income tax (continued)
(f) Deferred tax
Balance at
1 July
Recognised in
profit or loss
$’000
450
5,614
2,054
178
2,039
515
67
‐
10,917
2,953
4,768
1,665
120
1,263
381
(28)
‐
11,122
$'000
2,503
(846)
(389)
(58)
(776)
(134)
‐
19
319
2,739
1,324
‐
26
1,163
(67)
60
343
5,588
Recognised in other
comprehensive
income
$'000
‐
‐
‐
‐
‐
‐
(95)
(19)
(114)
‐
‐
‐
‐
‐
‐
‐
23
23
Balance at
30 June
$'000
2,953
4,768
1,665
120
1,263
381
(28)
‐
11,122
5,692
6,092
1,665
146
2,426
314
32
366
16,733
Movements 2018
Property, plant and equipment
Inventories
Employee benefits
Receivables
Provisions
Other accruals
Derivative financial instruments
Exchange differences
Movements 2019
Property, plant and equipment
Inventories
Employee benefits
Receivables
Provisions
Other accruals
Derivative financial instruments
Other
(g) Tax consolidation legislation
The Company and its wholly owned Australian controlled entities have implemented the tax consolidation legislation.
Tax sharing
agreement
Tax funding
agreement
On adoption of the tax consolidation legislation, the entities in the tax consolidated group entered into a
tax sharing agreement that, in the opinion of the Directors, limits the joint and several liability of the wholly
owned entities in the case of a default by the head entity, Hills Limited.
The entities have also entered into a tax funding agreement under which the wholly owned entities fully
compensate the Company for any current tax payable assumed and are compensated by the Company for
any current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits that
are transferred to the Company under the tax consolidation legislation. The funding amounts are
determined by reference to the amounts recognised in the wholly owned entities' financial statements.
The amounts receivable / 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 reporting period.
The head entity may also require payment of interim funding amounts to assist with its obligations to pay
tax instalments. The funding amounts are recognised as current intercompany receivables or payables and
eliminated on consolidation.
Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised
as amounts receivable from or payable to other entities in the Group.
46
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
5
Income tax (continued)
Recognition and measurement
Income tax
The income tax expense or revenue for the period is the tax payable on the current period's taxable income based on the applicable
income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to
unused tax losses.
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.
Current and deferred tax is recognised in profit or loss, 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.
Deferred tax
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.
Deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also 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.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments
in foreign operations where the Company is able to control the timing of the reversal of the temporary differences and it is probable that
the differences will not reverse in the foreseeable future.
Offsetting
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the
deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally
enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Tax consolidation
The head entity, Hills Limited, and the controlled entities in the tax consolidated group account for their own current and deferred tax
amounts arising from temporary differences. These tax amounts are measured as if each entity in the tax consolidated group continues to
be a standalone taxpayer in its own right.
In addition to its own current and deferred tax amounts, Hills Limited also recognises the current tax liabilities (or assets) and the deferred
tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group.
Key estimate: unrecognised deferred tax assets
Deferred tax assets are only recognised for deductible temporary differences and tax losses to the extent that it is probable that taxable
profits will be available to utilise them. The financial projections used in assessing the probability of taxable profits are inherently subject to
management judgement.
47
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
6
Profit/(loss) per share
2019
Cents
2018
Cents
(a) Basic and diluted Profit/(loss) per share
From Profit/(loss) attributable to the ordinary equity holders of the Company
(3.8)
0.2
(b) Reconciliation of earnings used in calculating Profit/(loss) per share
Profit/(loss) attributable to the ordinary equity holders of the Company used in calculating basic
Profit/(loss) per share
(8,826)
359
2019
$’000
2018
$’000
2019
Shares ‘000
2018
Shares ‘000
(c) Weighted average number of shares used as denominator
Weighted average number of ordinary shares used as the denominator in calculating basic
Profit/(loss) per share
Weighted average number of ordinary and potential ordinary shares used as the denominator in
calculating diluted Profit/(loss) per share
231,986
231,986
231,986
231,986
Performance rights have not been included in the weighted average number of shares for diluted Profit/(loss) per share as no shares are
expected to be issued to satisfy performance rights.
Recognition and measurement
Earnings per share
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 reporting period.
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.
48
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
Section C: Operating assets and liabilities
This section provides information on the operating assets used and the operating liabilities incurred by the Group:
7
8
9
10
11
12
13
Cash and cash equivalents
Trade and other receivables
Inventories
Trade and other payables
Property, plant and equipment
Intangible assets
Provisions
7
Cash and cash equivalents
Cash at bank and in hand
Deposits
(a) Reconciliation of profit/(loss) after income tax to net cash flow from operating activities
Profit/(loss) for the period
Depreciation and amortisation
Net loss / (gain) on sale of non‐current assets
Impairment of property, plant and equipment/intangibles
Impairment of inventories
Non‐cash employee benefits expense / (credit) ‐ share‐based payments
Fair value adjustment to derivatives
Amortisation of capitalised borrowing costs
Other non‐cash items
Change in operating assets and liabilities:
(Increase)/Decrease in trade and other receivables
(Increase)/Decrease in inventories
Increase/(Decrease) in trade and other payables
(Increase)/Decrease in provisions
Increase/(Decrease) in provision for income taxes receivable
(Increase)/Decrease in deferred tax assets
2019
$’000
6,427
4,440
2018
$’000
10,704
5,079
10,867
15,783
(8,826)
6,617
12
6,500
3,800
13
‐
489
3,900
(392)
(1,720)
(8,163)
(633)
‐
(5,601)
359
6,519
(52)
‐
‐
32
(59)
552
‐
(257)
2,300
7,571
(4,888)
220
(320)
Net cash flows from operating activities
(4,004)
11,977
Recognition and measurement
Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short term, highly liquid investments
with original maturities of three months or less that are readily convertible to known amounts of cash and that are subject to an
insignificant risk of changes in value.
49
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
8
Trade and other receivables
Trade receivables
Provision for impairment of
receivables (a)
Other receivables
Prepayments
2019
2018
Current
$’000
Non‐current
$’000
Total
$’000
Current
$’000
Non‐current
$’000
50,682
(487)
50,195
7,092
1,907
59,194
‐
‐
‐
‐
‐
‐
50,682
51,483
(487)
(402)
50,195
7,092
1,907
59,194
51,081
5,819
2,751
59,651
‐
‐
‐
‐
‐
‐
Total
$’000
51,483
(402)
51,081
5,819
2,751
59,651
(a) Impaired trade receivables
The ageing of the Group’s trade receivables at the reporting date is as follows:
Not past due
Past due 0 – 30 days
Past due 31 – 90 days
Past due more than 90 days
The following table sets out the movement in lifetime expected credit losses (ECL) that has been
recognised for trade receivables in accordance with the simplified approach adopted under AASB 9:
At 1 July
Adjustments on adoption of AASB 9
Provision for impairment recognised / (released) during the period
Receivables written off during the period as uncollectable
At 30 June
2019
$’000
2018
$’000
31,136
8,067
8,016
3,463
33,476
12,851
3,115
2,041
50,682
51,483
402
200
(27)
(88)
487
594
‐
(108)
(84)
402
Based on ECL provision calculation and management judgement, the Group believes that no impairment allowance is necessary in
respect of trade receivables not yet past due.
The provision for impaired receivables for the Group of $0.487 million (2018: $0.402 million) relates to receivables past due more than
30 days, on a case by case assessment. Receivables past due between 0 and 30 days are not considered impaired.
50
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
8
Trade and other receivables (continued)
(b) Transfer of trade receivables
The Group has entered into a Receivables Purchase Facility, as described in note 17, under which trade receivables have been sold with
recourse. These receivables have not been derecognised from the statement of financial position as the Group retains substantially all
of the risks and rewards (primarily credit risk).
The carrying amount of transferred trade receivables not derecognised is show below:
Carrying amount of trade receivables transferred
Carrying amount of associated liabilities
(c) Financial risk
2019
$’000
2018
$’000
36,708
35,016
(32,303)
(31,091)
See note 19 for information about the Group’s exposure to foreign currency risk, interest rate risk and credit risk in relation to trade
and other receivables.
The maximum exposure to credit risk at the reporting date is the carrying amount of each class of receivables mentioned above. The
fair value of securities held for certain trade receivables is insignificant as is the fair value of any collateral sold or re‐pledged.
Recognition and measurement
Trade receivables
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 are generally due for settlement within 30 to 90 days. They are presented as current
assets unless collection is not expected for more than 12 months after the reporting date.
The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of
interest at the reporting date. Cash flows relating to short term receivables are not discounted if the effect of discounting is immaterial.
Collectability of trade receivables is reviewed on an ongoing basis. The amount of the impairment loss is recognised in profit or loss. When
a trade receivable for which an impairment allowance had been recognised becomes uncollectible in a subsequent period, it is written off
against the allowance account. Subsequent recoveries of amounts previously written off are credited against expenses in profit or loss.
51
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
9
Inventories
Raw materials and work in progress
Finished goods
2019
$’000
3,060
38,576
2018
$’000
2,674
41,369
41,636
44,043
Inventories stated above are net of provisions for net realisable value of $8.26 million (2018: $4.37 million)
Recognition and measurement
Inventories
Raw materials, work in progress and finished goods are stated at the lower of cost and net realisable value.
Cost comprises direct materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being
allocated on the basis of normal operating capacity. Cost includes the reclassification from equity of any gains/losses on qualifying cash
flow hedges relating to purchases of inventory.
Costs are assigned to individual items of inventory on the basis of weighted average costs. Costs of purchased inventory are determined
after deducting rebates and discounts. Net realisable value is the estimated selling price less the estimated costs of completion and the
estimated costs necessary to make the sale.
The fair value of inventories acquired in a business combination is determined based on its estimated selling price in the ordinary course of
business less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell
the inventories.
10
Trade and other payables
Trade payables
Other payables and accrued expenses
2019
$’000
29,095
11,551
2018
$’000
33,521
14,210
40,646
47,731
Other payables and accrued expenses include amounts payable in respect of employee benefits (including wages and salaries,
superannuation / pension contributions, commissions and bonuses, payroll tax), Goods and Services Tax (GST), customer rebates and
other sundry accrued expenses.
Recognition and measurement
Trade and other payables
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost.
They represent liabilities for goods and services provided to the Group prior to the end of the reporting period that are unpaid. The
amounts are unsecured and are paid in accordance with the Group's terms of trade.
Trade and other payables are presented as current liabilities unless payment is not due within twelve months after the reporting period.
52
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
11
Property, plant and equipment
Year ended 30 June 2018
Opening net book amount
Exchange differences
Additions
Disposals
Depreciation charge
Impairment reversal
Closing net book amount
At 30 June 2018
Cost
Accumulated depreciation and impairment
Net book amount
Year ended 30 June 2019
Opening net book amount
Exchange differences
Additions
Disposals
Depreciation charge
Impairment
Closing net book amount
At 30 June 2019
Cost
Accumulated depreciation and impairment
Net book amount
Plant &
equipment
$’000
16,600
(24)
3,489
(297)
(5,018)
165
14,915
60,611
(45,696)
14,915
14,915
63
5,193
(36)
(4,350)
(504)
15,281
65,796
(50,515)
15,281
53
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
11
Property, plant and equipment (continued)
There were no additions (2018: $0.30 million) for the estimated costs to remove leasehold improvements from properties leased by
the Group and restore the premises on which they are located.
Additions include an amount of $1.58 million (2018: $1.95 million) for equipment installed at hospitals to generate service rental
income which have been funded by finance leases (See note 17(a) for further details of these loans.) and $1.0 million (2018: nil) of
amounts transferred from inventory balances during the year.
Payments for property, plant and equipment of $2.65 million (2018: $1.23 million) as shown in the Consolidated statement of cash
flows do not include either of these non‐cash additions and in FY19.
During the year ended 30 June 2019 the Group impaired $0.5m of property, plant and equipment using a value in use model as
outlined in note 12.
During the year no fully depreciated assets were written off (2018: $2.39 million).
(a) Assets in the course of construction
The carrying amounts of the assets disclosed above and in note 12 Intangible assets include the following expenditure recognised in
relation to non‐current assets which are in the course of construction:
2019
$'000
2018
$'000
Plant and equipment, leasehold improvements and software development
2,065
5,986
Key estimate: useful lives of property, plant and equipment
The assessment of the useful lives of property, plant and equipment requires management judgement based on past experience and
industry practice. Management reassess the useful lives when there are indications of a change in economic circumstances that may
impact the assets.
Recognition and measurement
Property, plant and equipment
Plant and equipment
Plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the
acquisition of the items. Cost may also include transfers from equity of any gains or losses on qualifying cash flow hedges of foreign
currency purchases of property, plant and equipment.
Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major
components) of property, plant and equipment. Subsequent costs are included in the asset's carrying amount or recognised as a separate
asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of
the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when
replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.
Depreciation
Depreciation is calculated using the straight‐line method as considered appropriate to allocate their cost or revalued amounts, net of their
residual values, over their estimated useful lives, as follows (current and comparative periods):
Buildings 2.5%
Plant and equipment, including leasehold improvements 5.0% to 66.7%
Impairment
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset's
carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated
recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are included in
profit or loss. When revalued assets are sold, it is Group policy to transfer any amounts included in other reserves in respect of those assets
to the profits reserve.
54
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
12
Intangible assets
Year ended 30 June 2018
Opening net book amount
Additions
Disposals
Amortisation charge
Closing net book amount
At 30 June 2018
Cost
Accumulated amortisation and
impairment
Software1 Development
costs2
$'000
$'000
2,358
4,379
28
(1,445)
5,320
220
814
(28)
(59)
947
Total
$'000
2,578
5,193
‐
(1,504)
6,267
20,531
(15,211)
2,681
(1,734)
23,217
(16,950)
Net book amount
5,320
947
6,267
Year ended 30 June 2019
Opening net book amount
Additions
Amortisation charge
Impairment charge
5,320
3,097
(2,202)
(5,996)
947
971
(65)
‐
Closing net book amount
219
1,853
6,267
4,068
(2,267)
(5,996)
2,072
At 30 June 2019
Cost
Accumulated amortisation and
impairment
23,644
(23,425)
3,673
(1,820)
27,317
(25,245)
Net book amount
219
1,853
2,072
There were no additions for the year incurred but not yet paid at the end of the period (2018: nil).
During the year ended 30 June 2019, no fully amortised or impaired intangible assets were written off (2018: $1.1 million).
During the year ended 30 June 2019 the Group impaired $5.996m of intangible assets. A value in use model was used to discount the
Groups future cash flows by cash generating unit and based on the output of this model management made the decision to impair
intangibles relating to ecommerce assets. This decision impaired the assets value to nil. Per AASB 136 Impairment of Assets its recoverable
value was determined based on its value in use. The discount rate applied in the model was 10.2%. This asset was within the Distribution
segment.
1 Software includes capitalised development costs, being an internally generated intangible asset.
2 Development costs includes capitalised development costs, being an internally generated intangible asset.
55
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
12
Intangible assets (continued)
Recognition and measurement
IT development and software
Costs incurred in developing products or systems and costs incurred in acquiring software and licenses that will contribute to future period
financial benefits through revenue generation and/or cost reduction are capitalised to software and systems. Costs capitalised include
external direct costs of materials and service and direct payroll and payroll related costs of employees' time spent on the project.
Amortisation is calculated on a straight‐line basis over periods generally ranging from 3 to 5 years.
IT development costs include only those costs directly attributable to the development phase and are only recognised following completion
of technical feasibility and where the Group has an intention and ability to use the asset.
Research and development
Research expenditure is recognised as an expense as incurred. Costs incurred on development projects (relating to the design and testing
of new or improved products) are recognised as intangible assets when it is probable that the project will, after considering its commercial
and technical feasibility, be completed and generate future economic benefits and its costs can be measured reliably. The expenditure
capitalised comprises all directly attributable costs, including costs of materials, services, direct labour and an appropriate proportion of
overheads. Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs
previously recognised as an expense are not recognised as an asset in a subsequent period. Capitalised development costs are recorded as
intangible assets and amortised from the point at which the asset is ready for use on a straight‐line basis over its useful life, which is
estimated to be 5 to 20 years.
56
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
13
Provisions
2019
Current
$’000
Non‐current
$’000
4,657
573
1,672
1,829
8,731
604
351
284
3,448
4,687
Total
$’000
5,261
924
1,956
5,277
2018
Current
$’000
Non‐current
$’000
5,087
545
118
456
475
660
668
2,132
3,935
13,418
6,206
Total
$’000
5,562
1,205
786
2,588
10,141
Provisions for employee benefits include liabilities for annual leave and long service leave.
The provision for claims comprises the amounts set aside for estimated warranty claims. In the
prior year, it also included the estimated future liability of the Group’s self‐insurance arrangements.
The restructuring costs provision comprises redundancy costs and other costs of closing and
restructuring businesses (including onerous lease and make‐good costs related to properties
affected by restructure). This amount includes a $1.4m redundancy provision.
Other provisions comprise provisions for environmental monitoring of a site, make good
obligations, onerous lease costs and other provisions as required. In FY19 an onerous lease
provision of $2.5m was recorded following changes to the use of leased properties with the Group.
Employee benefits
Outstanding claims
Restructuring costs
Other provisions
(a) Description of provisions
Employee benefits
Outstanding claims
Restructuring costs
Other provisions
(b) Movements in provisions
Movements in each class of provision during the reporting period, other than employee benefits, are set out below:
Movements 2019
Carrying amount at the start of the year
Additional provisions made during the period
Amounts used (incurred or charged against provision)
Unused amounts reversed during the period
Carrying amount at the end of the year
Outstanding
claims Restructuring costs
$’000
$’000
Other
$’000
Total
$’000
1,205
245
(83)
(443)
924
786
2,588
4,579
1,885
(320)
(395)
1,956
3,247
(290)
(268)
5,277
5,377
(693)
(1,106)
8,157
57
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
13
Provisions (continued)
Recognition and measurement
Provisions
Provisions for legal claims, service warranties, make good obligations and onerous leases are recognised when the Group has a present
legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation
and the amount has been reliably estimated. Warranty provisions are recognised when the underlying products or services are sold.
Restructuring provisions are recognised when the Group has approved a detailed and formal restructuring plan, and the restructuring has
either commenced or been announced publicly. Provisions are not recognised for future operating losses.
Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation
at the end of the reporting period. The discount rate used to determine the present value is a pre‐tax rate that reflects current market
assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is
recognised as interest expense.
Employee benefits
Short‐term obligations
Liabilities for wages and salaries, including non‐monetary benefits and annual leave expected to be settled within 12 months after the end
of the period in which the employees render the related service are recognised in respect of employees' services up to the end of the
reporting period 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.
Other long‐term employee benefits obligations
The liability for long service leave and annual leave which is not expected to be settled within 12 months after the end of the period in
which the employees render the related service 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 end of the reporting period. Consideration is
given to expected future wage and salary levels, experience of employee departures and periods of service.
Expected future payments are discounted using market yields at the end of the reporting period on corporate bonds rates with terms to
maturity and currency that match, as closely as possible, the estimated future cash outflows.
The obligations are presented as current liabilities in the consolidated statement of financial position if the Group does not have an
unconditional right to defer settlement for at least twelve months after the reporting date, regardless of when settlement is expected to
occur.
Retirement benefit obligations
A defined contribution plan is a post‐employment benefit plan which receives fixed contributions from Group Entities and the Group's legal
or constructive obligation is limited to these contributions.
Contributions to defined contribution plans are recognised as an expense as they become payable.
Profit‐sharing and bonus plans
A liability is recognised for the amount expected to be paid under short term cash bonus or profit sharing plans if the Group has a present
legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated
reliably, or where there is past practice that has created a constructive obligation.
58
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
Section D: Capital and financing
This section provides information on how the Group manages its capital structure and financing, including its exposure to financial risk:
Contributed equity
Reserves
14
15
16 Dividends
17
Borrowings
18 Derivative financial instruments
19
20
Capital and financial risk management
Fair value measurements
14
Contributed equity
(a) Share capital
2019
Shares
2018
Shares
2019
$'000
2018
$'000
Ordinary shares ‐ fully paid
231,985,526
231,985,526
278,439
278,439
(b) About share capital
Ordinary shares
Holders of ordinary shares are entitled to receive dividends as declared from time to time and are
entitled to one vote per share at meetings of the Company. Ordinary shares have no par value.
The Company does not have a limited amount of ordinary share capital.
Performance rights
Information relating to the Incentive Share Plan, including details of performance rights issued,
exercised, lapsed and forfeited during the reporting period and performance rights outstanding at
the end of the reporting period, is set out in note 28.
Recognition and measurement
Contributed equity
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.
If the Company reacquires its own equity instruments, for example as the result of a share buyback, those instruments are deducted from
equity and the associated shares are cancelled. No gain or loss is recognised in profit or loss and the consideration paid including any
directly attributable incremental costs (net of income taxes) is recognised directly in equity.
59
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
15
Reserves
Hedging reserve ‐ cash flow hedges
Equity compensation reserve
Foreign currency translation reserve
Profits reserve
(a) Movements in reserves
Hedging reserve – cash flow hedges
Opening balance 1 July
Revaluation ‐ gross
Deferred tax
Closing balance 30 June
Equity compensation reserve
Opening balance 1 July
Employee share plan expense / (credit)
Closing balance 30 June
Foreign currency translation reserve
Opening balance 1 July
Currency translation differences arising during the year
Closing balance 30 June
Profits reserve
Opening balance 1 July
Closing balance 30 June
(b) Nature and purpose of reserves
2019
$'000
(133)
751
377
10,133
2018
$'000
65
738
117
10,133
11,128
11,053
65
(198)
‐
(133)
738
13
751
117
260
377
(158)
318
(95)
65
706
32
738
354
(237)
117
10,133
10,133
10,133
10,133
Hedging reserve – cash
flow hedges
Equity compensation
reserve
The hedging reserve is used to record changes in the fair value of derivative financial instruments
designated in a cash flow hedge relationship that are recognised in other comprehensive income.
Amounts are reclassified to profit or loss when the associated hedged transaction affects profit or
loss.
The equity compensation reserve represents the value of performance rights held by an equity
compensation plan of the Group. This reserve will be reversed against share capital when the
underlying performance rights are exercised and shares vest in the employee. No gain or loss is
recognised in profit or loss on the purchase, sale, issue or cancellation of the Group's own equity
instruments.
Foreign currency
translation reserve
Profits reserve
Exchange differences arising on translation of the financial statements of a foreign controlled
entity are recognised in other comprehensive income and accumulated in this reserve. The
cumulative amount is reclassified to profit or loss when the net investment is disposed of.
Current period and realised profits are transferred from retained earnings and other reserves to
the profits reserve and dividends are paid out of the profits reserve.
60
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
16
Dividends
(a) Ordinary shares
Year ended 30 June 2018
No dividends were paid during the year and no final dividend has been declared.
Year ended 30 June 2019
No dividends were paid during the year and no final dividend has been declared.
(b) Franked dividends
2019
$'000
2018
$'000
Franking credits available for subsequent reporting periods based on a tax rate of 30% (2018: 30.0%)
1,787
1,787
The above amounts represent the balance of the franking account as at the end of the reporting period, adjusted for franking credits
that will arise from:
the payment of the amount of the provision for income tax;
the payment of dividends recognised as a liability at the reporting date; and
the receipt of dividends recognised as receivables at the reporting date.
The consolidated amounts include franking credits that would be available to the Company if distributable profits of subsidiaries were paid
as dividends.
Recognition and measurement
Dividends
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 reporting period but not distributed at the end of the reporting period.
61
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
17
Borrowings
Loans
Transaction costs
Total borrowings
2019
Current
$’000
Non‐current
$’000
15,927
‐
15,927
24,245
(914)
23,331
Total
$’000
40,172
(914)
39,258
2018
Current
$’000
Non‐current
$’000
6,357
‐
6,357
27,743
(1,404)
26,339
Total
$’000
34,100
(1,404)
32,696
Non‐current borrowings include transactions costs directly attributable to the issue of the borrowings. At 30 June 2019, unamortised
borrowing costs totalled $0.914 million (2018: $1.404 million).
Current borrowings include an estimate of the expected to be repaid for the Loans outlined below based on expected cashflows over
the next 12 months.
Under the terms of the Receivables Purchase Facility, as noted below amounts repaid can be drawn down again depending on the level
of the Accounts Receivables balance and amount already drawn down under the facility up to the facility limit.
(a) Loans
The Group has its financing facilities with Commonwealth Bank of Australia (CBA) through a Bilateral Facility and Recfin Nominees Pty Ltd
through a Receivables Purchase Facility.
Bilateral Facility
The CBA facility was amended in May 2019 and now comprises a facility for contingent liabilities
(bank guarantees / letter of credit), with the following limits (denominated in AUD):
Contingent liabilities: $2.600 million.
Interest is charged at prevailing market rates plus a fixed margin.
Receivables Purchase
Facility
The Recfin Nominees Pty Ltd facility totals $36 million (denominated in AUD), with funding
provided based upon the Group’s accounts receivable book. The facility expires on 13 May 2021.
DLL Financing
The facility is secured on the Group’s Accounts Receivable book, with a second mortgage over the
other assets of the Group.
Interest is charged at prevailing market rates plus a fixed margin.
In December 2017, the Group entered into a Progressive Payment Agreement (PPA) with DLL for
the provision of finance for equipment purchases in the Hills Health Solutions business. At 30 June
2019, the Group had drawn down $3.374 million (2018: $1.95m).
The PPA is an unsecured, interest only facility, which will be replaced by a set term Chattel
Mortgage once the equipment is installed.
62
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
17
Borrowings (continued)
(b) Reconciliation of movements of liabilities to cashflows arising from financing activities
Balance at 30 June 2017
Changes from financing cash flows
Proceeds from loans and borrowings
Repayment of borrowings
Total changes from financing cash flows
Other changes
Amortisation of capitalised borrowing costs
New finance leases
Total other changes
Balance at 30 June 2018
Balance at 30 June 2018
Changes from financing cash flows
Proceeds from loans and borrowings
Repayment of borrowings
Total changes from financing cash flows
Other changes
Amortisation of capitalised borrowing costs
New finance leases
Total other changes
Balance at 30 June 2019
Total
$'000
28,690
3,461
(1,961)
1,500
554
1,952
2,506
32,696
32,696
7,650
(3,000)
4,650
489
1,423
1,912
39,258
The Company and its wholly owned subsidiaries have provided an interlocking guarantee and indemnity to its financiers for these
facilities. An assessment of the contractual maturities of financial liabilities is provided in note 19, together with details of undrawn
borrowing facilities at the period end.
Recognition and measurement
Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised
cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the
period of the borrowings using the effective interest method. Fair value, which is determined for disclosure purposes, is calculated based
on the present value of future principal and interest cash flows, discounted at the market rate of interest at the reporting date. Fees paid
on the establishment of loan facilities are capitalised as a prepayment and amortised over the period of the facility to which it relates.
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 reporting date.
Borrowing costs
Borrowing costs incurred for the construction of any qualifying asset are capitalised during the period of time that is required to complete
and prepare the asset for its intended use or sale. Other borrowing costs are expensed.
63
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
18
Derivative financial instruments
The Group is party to derivative financial instruments in the normal course of business in order to hedge exposure to fluctuations in
interest and foreign exchange rates in accordance with the Group’s financial risk management policies (refer to note 19).
Current assets
Forward foreign exchange contracts ‐ cash flow hedges
Total current derivative financial instrument assets
Current liabilities
Forward foreign exchange contracts ‐ cash flow hedges
Total current derivative financial instrument liabilities
Net derivative financial instrument assets / (liabilities)
(a) Instruments used by the Group
2019
$'000
2018
$'000
‐
‐
(106)
(106)
(106)
93
93
‐
‐
93
Forward exchange
contracts: cash flow
hedges
The Group purchases goods and materials from overseas, principally in US dollars. In order to
protect against exchange rate movements, the Group has entered into forward exchange
contracts to purchase US dollars. These contracts are hedging highly probable forecasted
purchases for approximately the following two to three months.
The portion of the gain or loss on the hedging instrument that is determined to be an effective
hedge is recognised in other comprehensive income. When the cash flows occur, the Group
adjusts the initial measurement of the component recognised in the consolidated statement of
financial position by removing the related amount from other comprehensive income.
During the year ended 30 June 2019, no gain or loss was recognised in profit or loss for the
ineffective portion of these hedging contracts (2018: nil).
Forward exchange
contracts: held‐for‐
trading
Group Entities have entered into forward foreign exchange contracts that are economic hedges
but do not satisfy the requirements for hedge accounting. These contracts are subject to the
same risk management policies as all other derivative contracts, see note 19 for details. However,
they are accounted for as held for trading.
Recognition and measurement
Derivatives and hedging activities
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are 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 hedges of
a particular risk associated with the cash flows of recognised assets and liabilities and highly probable forecast transactions (cash flow
hedges).
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 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.
Trading derivatives are classified as a current asset or liability.
The fair value of forward exchange contracts is based on their listed market price, if available. If a listed market price is not available, then
64
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
18
Derivative financial instruments (continued)
(a) Instruments used by the Group (continued)
fair value is estimated by discounting the difference between the contractual forward price and the current forward price for the residual
maturity of the contract using a risk‐free interest rate (based on government bonds). The fair value of interest rate swaps is determined by
discounting estimated future cash flows based on the terms and maturity of each contract and using market rates at the measurement
date.
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 within the hedging reserve in equity. The gain or loss relating to the ineffective portion is recognised
immediately in profit or loss.
Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss. The gain or loss
relating to the effective portion of interest rate swaps hedging variable rate borrowings is recognised in profit or loss within ‘finance
income' or 'finance costs'. The gain or loss relating to the effective portion of forward foreign exchange contracts hedging export sales is
recognised in profit or loss within ‘sales'. However, when the forecast transaction that is hedged results in the recognition of a non‐
financial asset (for example, inventory or plant and equipment) the gains and losses previously deferred in equity are reclassified from
equity and included in the initial measurement of the cost of the asset. The deferred amounts are ultimately recognised in profit or loss as
cost of goods sold in the case of inventory, or as depreciation or impairment in the case of plant and equipment.
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 profit or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in
equity is immediately reclassified to profit or loss.
Derivatives that do not qualify for hedge accounting
Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not
qualify for hedge accounting are recognised immediately in profit or loss.
65
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
19
Capital and financial risk management
(a) Capital risk management
The Group's objective when managing capital is to safeguard its ability to continue as a going concern to provide returns for
shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
To maintain or adjust the capital structure, the Group may vary the amount of dividends paid to shareholders, return capital to
shareholders, issue new shares or sell assets to reduce debt.
The Group monitors capital by assessing its gearing ratio. The gearing ratio is calculated as:
net debt
net debt + total equity
Net debt
Total borrowings as shown in the consolidated statement of financial
position less cash and cash equivalents
Total equity
Equity as shown in the consolidated statement of financial position
(including non‐controlling interests)
The Group continues to maintain a strategy of a target gearing ratio (calculated as net debt divided by net debt plus equity) of less than
40%. The gearing ratios at 30 June 2019 and 30 June 2018 were as follows:
Total borrowings
Less: cash and cash equivalents
Net debt
Total equity
Gearing ratio
(b) Financial risk management
Notes
17
7
2019
$'000
39,258
(10,867)
28,391
52,357
2018
$'000
32,696
(15,783)
16,913
61,308
35.2%
21.6%
Management manages the Group’s exposure to financial risks under policies approved by the Board. Management identifies, evaluates
and manages financial risks in close cooperation with the Group's business units. The Board provides written principles for overall risk
management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of financial
instruments and investment of excess liquidity.
The risk management approach 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 such as foreign exchange contracts exclusively for risk mitigation and not as trading or
other speculative instruments.
66
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
19
Capital and financial risk management (continued)
(b) Financial risk management (continued)
The Group holds the following financial instruments:
Financial assets
Cash and cash equivalents
Trade and other receivables
Derivative financial instruments
Investments
Financial liabilities
Trade and other payables
Borrowings
Derivative financial instruments
2019
$'000
10,867
59,194
‐
2
2018
$'000
15,783
59,651
93
‐
70,063
75,527
40,646
39,258
106
47,731
32,696
‐
80,010
80,427
The Group uses different methods to measure different types of risk, including sensitivity analysis (for interest rate, foreign exchange
and other price risks) and aging analysis (for credit risk).
(i) Market risk
Price risk
The Group has no material financial exposure to other market price risk as it is not exposed to
equity securities price risk. The Group does not enter into commodity contracts other than to
meet the Group's expected usage requirements.
Foreign exchange risk
Foreign exchange risk arises when future commercial transactions and recognised financial assets
and financial liabilities are denominated in currencies other than the Group's functional currency.
The risk is measured using sensitivity analysis and cash flow forecasting.
The Group’s main foreign exchange risk exposure is to US dollars.
Group Entities and business units are required to hedge their foreign exchange risk exposure
using forward exchange contracts.
The Group’s policy is to hedge approximately three months of anticipated cash flows (mainly
purchases of inventories) in US dollars.
Cash flow and fair value
interest rate risk
Borrowings issued at variable rates expose the Group to cash flow interest rate risk. See details
of the Group’s borrowings in note 17.
67
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
19
Capital and financial risk management (continued)
(b) Financial risk management (continued)
(i) Market risk (continued)
Foreign exchange risk
The Group's exposure to foreign exchange risk at the reporting date, expressed in Australian dollars at the closing exchange rates, was:
30 June 2018
Cash at bank
Trade receivables
Trade payables
Forward exchange contracts
buy foreign currency (cash flow hedges)
buy foreign currency (FVTPL1)
30 June 2019
Cash at bank
Trade receivables
Trade payables
Forward exchange contracts:
USD
$'000
EUR
$'000
GBP
$'000
‐
413
‐
‐
‐
‐
Total
$'000
‐
413
(10,028)
(280)
(12)
(10,320)
6,366
543
33
663
‐
‐
‐
‐
‐
‐
‐
‐
6,366
543
33
663
(11,424)
(314)
(36)
(11,774)
buy foreign currency (cash flow hedges)
9,421
‐
‐
9,421
Cash flow interest rate risk
The Group’s financing arrangement is principally a Receivables Purchase Facility, where the balance outstanding changes daily.
Accordingly, the Group does not use interest rate swaps to hedge cash flow interest rate risk.
During 2019 and 2018, the Group's cash and borrowings at variable rate were denominated in Australian Dollars and NZ Dollars.
As at the end of the reporting period, the Group had the following variable rate cash and borrowings outstanding:
2019
Weighted average
interest rate
%
5.82%
1.32%
3.06%
2018
Weighted average
interest rate
%
5.86%
1.43%
4.91%
Balance
$’000
(38,446)
10,867
(812)
Bank overdrafts and loans
Cash and cash equivalents
Other loans
1 Fair Value Through Profit and Loss.
Balance
$’000
(31,639)
15,783
(1,057)
68
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
19
Capital and financial risk management (continued)
(b) Financial risk management (continued)
(i) Market risk (continued)
An analysis by maturities is provided in section (iii) below.
Sensitivity analysis
Foreign exchange rates
Interest rates
The sensitivity of profit or loss to changes in exchange rates arises mainly from US dollar
denominated financial instruments and the impact on other components of equity arises from
forward exchange contracts designated as cash flow hedges.
Profit or loss is sensitive to higher / lower interest income and interest expense from cash and
cash equivalents and borrowings respectively, as a result of changes in interest rates. Other
components of equity change as a result of an increase / decrease in the fair value of the cash
flow hedges of borrowings.
The following table summarises the sensitivity of the Group's financial assets and financial liabilities to interest rate risk and foreign
exchange risk.
Interest rate risk
Foreign exchange risk
‐100 bps
+100 bps
‐10%
+10%
Carrying
amount
$'000
Profit
$'000
Other
equity
$'000
Profit
$'000
Other
equity
$'000
Profit
$'000
Other
equity
$'000
Profit
$'000
Other
equity
$'000
30 June 2018
Financial assets
Cash and cash equivalents
Trade and other receivables
Derivatives ‐ cash flow hedges
Total increase / (decrease) in
financial assets
Financial liabilities
Trade & other payables
Borrowings
Derivatives ‐ cash flow hedges
Total increase / (decrease) in
financial liabilities
Total increase / (decrease)
15,783
59,651
272
(47,731)
(32,696)
(179)
(162)
‐
‐
(162)
‐
341
‐
341
179
‐
‐
‐
‐
‐
‐
‐
‐
‐
225
‐
‐
225
‐
(341)
‐
(341)
(116)
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
46
45
91
(1,169)
‐
‐
(1,169)
(1,078)
‐
‐
‐
‐
‐
‐
849
849
849
‐
(38)
(62)
(100)
956
‐
‐
956
856
‐
‐
‐
‐
‐
‐
(463)
(463)
(463)
69
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
19
Capital and financial risk management (continued)
(b) Financial risk management (continued)
Interest rate risk
Foreign exchange risk
‐100 bps
+100 bps
‐10%
+10%
Profit
$'000
Other
equity
$'000
Profit
$'000
Other
equity
$'000
Profit
$'000
Other
equity
$'000
Profit
$'000
Other
equity
$'000
Carrying
amount
$'000
30 June 2019
Financial assets
Cash and cash equivalents
Trade and other receivables
Total increase / (decrease) in
financial assets
10,867
59,194
(103)
‐
(103)
Financial liabilities
Trade & other payables
Borrowings
Derivatives ‐ cash flow hedges
Total increase / (decrease) in
financial liabilities
Total increase / (decrease)
(40,646)
(39,258)
(106)
‐
275
‐
275
172
‐
‐
‐
‐
‐
‐
‐
‐
148
‐
148
‐
(275)
‐
(275)
(127)
‐
‐
‐
‐
‐
‐
‐
‐
4
74
78
(3)
(60)
(63)
‐
‐
‐
‐
‐
(1,317)
‐
‐
‐
‐
1,135
1,078
‐
‐
‐
‐
(784)
(1,317)
1,135
1,015
(784)
(1,239)
1,135
1,015
(784)
(ii) Credit risk
Nature of the risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial
instrument fails to meet its contractual obligations and arises principally from the Group’s
customers.
Risk management
Credit risk is managed at a Group level through a credit policy and trade credit insurance, which is
carried for the majority of Group debtors.
Each new customer is assessed for creditworthiness including external credit risk ratings before the
Group’s standard terms and conditions are offered.
Purchase limits are established for each customer, which represent the maximum open amount
without requiring further approval. These limits are reviewed periodically, and credit worthiness is
continually monitored. Limits in excess of $150,000 must be endorsed by the trade credit insurer.
Customers that fail to comply with the terms of the Trade Credit Insurance Policy or the Group’s
benchmark creditworthiness may only transact with the Group on a prepayment basis.
In most cases, goods are sold subject to retention of title clauses and this security is registered on the
Personal Property Securities Register, so that in the event of non‐payment the Group may have a
priority claim. Depending upon the Group’s assessment of industry or company risk, the Group may
require personal guarantees from customer company directors and charging clauses over real
property.
70
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
19
Capital and financial risk management (continued)
(b) Financial risk management (continued)
The ageing of the Group’s trade receivables is analysed in note 8.
(iii) Liquidity risk
Nature of the risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall
due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always
have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to the Group’s reputation.
Risk management
The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and
matching the maturity profiles of financial assets and liabilities. Surplus funds are generally only
invested in instruments that are tradeable in highly liquid markets.
Financing arrangements
Details of the Group’s borrowings are discussed in note 17. The Group had access to the following undrawn borrowing facilities from its
bankers at the end of the reporting period:
Floating rate
‐ Expiring within one year (bank overdraft)
‐ Expiring beyond one year (loans)
Maturities of financial liabilities
2019
$’000
‐
3,697
3,697
2018
$’000
‐
3,925
3,925
The tables below analyse the Group’s financial liabilities, including derivative financial instruments, into relevant maturity groupings
based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the
contractual undiscounted cash flows.
At 30 June 2018
Trade and other payables
Borrowings
Derivative financial instruments
Total
At 30 June 2019
Trade and other payables
Borrowings
Derivative financial instruments
Total
Less than 6
months
6 – 12
months
Between 1
and 2 years
Between 2
and 5 years
Total
contractual
cash flows
Carrying
amount
liabilities
$’000
$’000
$’000
$’000
$’000
$’000
47,731
2,221
(113)
49,839
40,646
1,768
79
‐
6,117
‐
6,117
‐
2,234
‐
2,234
‐
29,035
‐
47,731
39,607
(113)
47,731
32,696
(93)
29,035
87,225
80,334
‐
‐
‐
5,931
1,686
21,189
‐
‐
‐
40,646
30,574
79
40,646
39,258
106
42,493
5,931
1,686
21,189
71,299
80,010
71
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
20
Fair value measurements
(a) Fair value measurements for financial assets and liabilities
The fair values of cash and cash equivalents, trade receivables, trade payables and borrowings approximate their carrying amounts due
to their short‐term nature and the impact of discounting not being significant.
The Group measures and recognises derivative financial assets at fair value on a recurring basis.
AASB 13 requires disclosure of fair value measurements by reference to the following fair value measurement hierarchy:
Level 1
Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2
Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either
directly (as prices) or indirectly (derived from prices).
Level 3
Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The Group's financial assets and financial liabilities at fair value are as follows:
30 June 2018
Assets
Derivatives financial instruments
Total Assets
30 June 2019
Liabilities
Derivatives financial instruments
Total Liabilities
Level 1
$’000
Level 2
$’000
Level 3
$’000
Total
$’000
‐
‐
‐
‐
93
93
(106)
(106)
‐
‐
‐
‐
93
93
(106)
(106)
The Group recognises transfers between levels of the fair value hierarchy as of the end of the reporting period during which the
transfer has occurred. There were no transfers between levels 1, 2 and 3 for recurring fair value measurements during the year.
The fair value of financial instruments that are not traded in an active market (for example, derivatives used for hedging) 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. All significant inputs required to fair value derivatives used for hedging are observable, and hence
the instruments are included in level 2. There have been no movements between levels during the year ended 30 June 2019.
72
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
Section E: Group structure
This section provides information on the Hills Limited Group structure, including business acquisitions and disposals, controlled entities and
related parties:
Interests in other entities
Related party transactions
Parent entity financial information
21
22
23
24 Deed of cross guarantee
21
Interests in other entities
(a) Investments in subsidiaries
The controlled entities of the Group listed below were wholly owned during the current and prior year, unless otherwise stated.
New Zealand
Hills NZ Limited
Australia
Hills Finance Pty Ltd
Hills Group Operations Pty Ltd
Hills Integrated Solutions Pty Ltd
Audio Products Group Pty Ltd
EMG Finance Pty Ltd
Pacific Communications (PACOM) Pty Ltd
Pacom Security Pty Ltd
Hills Health Solutions Pty Ltd
New‐Tone (Aust) Pty Ltd
T.V. Rentals Pty Ltd
Hospital Telecommunications Pty Ltd
Hills Polymers Pty Ltd
Hills Hoists Pty Ltd
Hills Share Plans Pty Ltd
Step Electronics 2005 Pty Ltd
Lan 1 Pty Ltd
Woodroffe Industries Pty Ltd
ACN 091 954 442 Pty Ltd
ACN 099 403 139 Pty Ltd
Zen 99 Pty Ltd
ACN 010 853 817 Pty Ltd
ACN 094 103 090 Pty Ltd
ACN 093 760 895 Pty Ltd
Access Television Services Pty Ltd
ACN 614 478 090 Pty Ltd
These entities are party to a Deed of Cross Guarantee – see note 24.
50% ownership interest. Step Electronics 2005 Pty Ltd is controlled by virtue of the Company's control of this entity’s Board through the Chairman’s casting vote, effective
management of the entity and exposure to the risks and benefits of ownership, or control of voting rights through the dilution of the minority shareholders. This is a
dormant entity.
(b)
Non‐controlling interests (NCI)
There is no individual subsidiary that has non‐controlling interests that are material to the Group in either the current or the prior
reporting period.
73
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
22
Related party transactions
(a) Parent entities
The parent entity within the Group and the ultimate parent entity is Hills Limited.
(b) Subsidiaries
Interests in subsidiaries are set out in note 21.
(c) Key management personnel
Short‐term employee benefits (fixed and variable incentive remuneration)
Post‐employment benefits (superannuation)
Long term benefits (cash variable component under the Incentive Share Plan and accrued long service
leave)
Share‐based payments (performance rights variable component under the Incentive Share Plan and
employee share bonus plan expense)
2019
$
2018
$
2,042,928
151,886
1,585,791
127,521
34,133
26,065
13,378
32,075
2,242,325
1,771,452
Detailed remuneration disclosures are provided in the Remuneration Report.
(d) Loans to / from related parties
Subsidiaries
Group entity trading transactions and borrowings result in balances arising in respect of current and non‐current assets and liabilities.
(e) Transactions with other related parties
The following transactions occurred with related parties:
Transactions with Director related entities
During the year no related party transactions with director related entities took place.
Amounts for any related party transactions are billed and payable under normal commercial terms and conditions as a supplier and as a
customer.
There were no other transactions during the reporting period with KMP and their related parties. From time to time, KMP of the Company
or its controlled entities, or their related entities, may purchase goods or services from Hills or make sales of goods or services to Hills. These
purchases or sales are on the same terms and conditions as those entered into by Hills employees, customers or suppliers and are trivial or
domestic in nature.
Subsidiaries
All transactions with partly owned controlled entities are on normal commercial terms and conditions. Transactions with controlled
entities are determined on a cost basis.
Sales of goods and
services
Sales of goods and services within the Group, that eliminated with cost of goods sold and services
provided amounted to $4.256 million (2018: $2.977 million).
Loans and borrowings
Loans and borrowings with Australian wholly owned controlled entities are interest free and payable
on demand while loans to or from non‐wholly owned subsidiaries and overseas wholly controlled
entities are charged interest at rates no more favourable than current market rates. Intragroup interest
paid and received during the year was nil (2018: $nil).
Dividends
There were no intragroup dividends paid and received during the year (2018: $nil).
74
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
23
(a)
Parent entity financial information
Summary financial information
The individual financial statements for the parent entity show the following aggregate amounts:
Balance sheet
Current assets
Non‐current assets
Total assets
Current liabilities
Non‐current liabilities
Total liabilities
Net assets
Shareholders' equity
Contributed equity
Reserves
Hedging reserve ‐ cash flow hedges
Equity compensation reserve
Profits reserve
Retained earnings
Loss for the year
Total comprehensive income
2019
$'000
97,660
42,924
140,584
81,665
39,549
121,214
19,370
2018
$'000
96,204
42,562
138,766
76,743
27,022
103,765
35,001
278,439
278,439
(134)
751
32,859
65
738
32,859
(292,545)
(277,100)
19,370
(15,447)
(15,245)
35,001
(4,963)
(4,740)
(b) Guarantees, contingent liabilities and commitments of the parent entity
Guarantees
Bank guarantees given by the Company in favour of customers and suppliers amounted to $2.466 million
(2018: $2.778 million).
Cross guarantees are given by the Company and its wholly owned subsidiaries as described in note 24. Under
the terms of the Deed of Cross Guarantee the Company and its wholly owned subsidiaries have guaranteed the
debt in each other's companies.
Contingent
liabilities
The parent entity had a contingent liability in respect of claims, as disclosed in note 25. For information about
guarantees given by the parent entity, please see above.
Contractual
commitments
As at 30 June 2019, the Company had $2.061 million contractual commitments for the acquisition of plant,
equipment or intangible assets (2018: $2.9 million). These commitments are not recognised as liabilities as the
relevant assets have not yet been received.
Recognition and measurement
Parent entity financial information
The financial information for the parent entity has been prepared on the same basis as the consolidated financial statements.
75
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
24
Deed of cross guarantee
The wholly owned subsidiaries identified with a ‘’ in note 21 are relieved from the Corporations Act 2001 requirements for
preparation, audit and lodgement of financial reports and Directors’ reports, under ASIC Corporations (Wholly‐owned Companies)
Instrument 2016/785.
The Company and each of these subsidiaries have entered into a Deed of Cross Guarantee (the “Deed”), under which each company
guarantees the debt of the others. No entities have become a party to the Deed during the reporting period.
Hills Limited is the Holding company and Pacom Security Pty Ltd is the Trustee under the Deed.
The entities identified with a ‘’ in note 21 represent a ‘closed group' for the purposes of the ASIC Instrument, and as there are no
other parties to the Deed that are controlled by Hills Limited, they also represent the ‘extended closed group'.
Set out below is a consolidated income statement, a consolidated statement of comprehensive income, a summary of movements in
consolidated retained earnings for the year ended 30 June 2019 and a consolidated statement of financial position as at 30 June 2019
of the Company and controlled entities that are a party to the Deed, after eliminating all transactions between parties.
(a) Consolidated statement of profit or loss and other comprehensive income and summary of movements in consolidated
retained earnings
Consolidated statement of profit or loss and other comprehensive income
Revenue from continuing operations
Other income
Finance costs
Other expenses
Loss before income tax
Income tax expense
Profit/ (Loss) for the year
Other comprehensive income
Items that may be reclassified to profit or loss:
Changes in the fair value of cash flow hedges
Income tax relating to these items
Other comprehensive profit / (loss) for the period, net of tax
Total comprehensive profit / (loss) for the year
Summary of movements in consolidated retained earnings
Accumulated losses at the beginning of the reporting period
Adjustment on initial application of AASB 9
Profit / (Loss) for the year
Accumulated losses at the end of the reporting period
2019
$'000
2018
$'000
251,566
533
(3,273)
(262,472)
(13,646)
5,603
(8,043)
255,360
787
(3,189)
(253,299)
(341)
478
137
(198)
‐
(198)
(8,241)
318
(95)
223
360
(232,786)
(232,923)
(200)
(8,043)
‐
137
(241,029)
(232,786)
76
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
24
Deed of cross guarantee (continued)
(b) Consolidated statement of financial position
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Derivative financial instruments
Total current assets
Non‐current assets
Investments
Property, plant and equipment
Intangible assets
Deferred tax assets
Total non‐current assets
Total assets
Current liabilities
Trade and other payables
Borrowings
Provisions
Derivative financial instruments
Total current liabilities
Non‐current liabilities
Borrowings
Provisions
Total non‐current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Reserves
Accumulated losses
Total equity
2019
$'000
2018
$'000
9,935
56,693
37,879
‐
13,195
55,211
40,903
93
104,507
109,402
814
14,969
2,069
16,295
814
14,433
6,267
10,693
34,147
32,207
138,654
141,609
41,407
15,299
8,522
106
45,877
6,357
5,985
‐
65,334
58,219
22,555
4,478
27,033
92,367
46,287
24,935
3,739
28,674
86,893
54,716
278,439
8,877
(241,029)
278,439
9,063
(232,786)
46,287
54,716
77
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
Section F: Unrecognised items
This section contains information about items that are not recognised in the financial statements but may have a significant impact on the
Group’s financial position or performance.
25
26
27
Contingencies
Commitments
Events after the reporting period
25
Contingencies
(a) Contingent liabilities
The Group had contingent liabilities at 30 June 2019 in respect of:
Claims
In consultation with the Environmental Protection Authority, ground water contamination potentially originating
from two of the Company’s former Adelaide sites continues to be monitored by the Company. It is anticipated that
ongoing monitoring will be required to be undertaken by Hills. The Company has provided for the anticipated costs
of ongoing assessments.
The Group has various commercial legal claims common to businesses of its type that constitute contingent
liabilities, none of which are deemed material to the Group's financial position.
The Directors are of the opinion that provisions are not required in respect of these matters, as it is not probable
that a future outflow of economic benefits will be required.
Guarantees
Bank guarantees in favour of customers and suppliers totalling $2.466 million (2018: $2.778 million).
26
Commitments
(a) Capital commitments
Capital expenditure contracted for at the reporting date but not recognised as liabilities is as follows:
Plant, equipment and intangible assets
(b) Lease commitments: Group as lessee
Non‐cancellable operating leases
2019
$'000
2018
$'000
58
2,931
The Group leases a number of offices, warehouse and factory facilities under operating leases.
The leases run for a period from 1 to 6 years with the majority running for a period of 2 to 5 years, with options to renew the lease
after that date. Lease payments are increased each renewal period to reflect market rentals. Some leases provide for additional rent
payments that are based on changes in the consumer price index, local capital city consumer price indices or a fixed percentage.
The Group also leases motor vehicles and materials handling equipment under operating leases.
78
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
26
Commitments (continued)
(b) Lease commitments: Group as lessee (continued)
Commitments for minimum lease payments in relation to non‐cancellable operating leases are
payable as follows:
Within one year
Later than one year but not later than five years
Later than five years
(c) Lease commitments: where a Group company is the lessor
The future minimum lease payments receivable under non‐cancellable operating leases are as follows:
Within one year
Later than one year but not later than five years
Recognition and measurement
Leases
2019
$'000
2018
$'000
5,938
13,939
978
20,855
6,579
11,526
2,159
20,264
2019
$'000
368
185
553
2018
$'000
150
‐
150
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 profit or loss on a
straight‐line basis over the period of the lease.
27
Events after the reporting period
There have been no events subsequent to balance date that would have a material effect on the Group’s financial statements at 30
June 2019.
79
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
Section G: Other
This section contains disclosures required for the Group to comply with the accounting standards and other pronouncements, the
Corporations Act 2001 or the Corporations Regulations but are not considered to be significant in understanding the financial position or
performance of the Group:
28
Share‐based payments
Remuneration of auditors
29
30 Other accounting policies
28
Share‐based payments
(a) Executive share options
All executive share options were forfeited or cancelled during the previous reporting period.
(b) Employee performance rights
In 2010, the Group established the Incentive Share Plan. The Incentive Share Plan was designed to provide long term incentives to
eligible senior employees of the Group and entitled them to acquire shares in the Company, subject to the successful achievement of
performance hurdles related to earnings per share (EPS) and total shareholder returns (TSR). Details of performance rights under the
Incentive Share Plan are as follows:
Balance at start
of the year
Granted
during
the year
Exercised
/vested during
the year
Forfeited
/
cancelled
during the
year
Balance at the
end of the year
Vested &
exercisabl
e at the
end of the
year
Number Number
Number
Number
Number
Number
100,000
100,000
‐
‐
(100,000)
‐
‐
159,152
(31,830)
200,000
159,152
(131,830)
100,000
127,322
‐
‐
‐
198,646
(100,000)
(87,475)
‐
227,322
198,646
(187,475)
‐
‐
‐
‐
‐
‐
‐
‐
‐
100,000
127,322
227,322
‐
39,847
198,646
238,493
Grant
date
Expiry
date
Exercise
price
2018
Performance rights
1 Sep 2016
1 Sep 2017
1 Sep 2016
1 Sep 2018
31 Jul 2017
30 Jun 2020
Total
2019
Performance rights
1 Sep 2016
1 Sep 2018
31 Jul 2017
30 Jun 2020
27 Aug 2018
30 Jun 2021
Total
‐
‐
‐
‐
‐
‐
Fair value of performance rights granted
The fair value assessed in accordance with AASB 2 Share Based Payments at grant date of performance rights granted on 1 September
2016 was 34.0 cents per performance right, based on the quoted share price at grant date.
The fair value assessed in accordance with AASB 2 Share Based Payments at grant date of performance rights granted on 31 July 2017
was 18.9 cents per performance right, based on the quoted share price at grant date.
The fair value assessed in accordance with AASB 2 Share Based Payments at grant date of performance rights granted on 27 August
2018 was 18.9 cents per performance right, based on the quoted share price at grant date.
‐
‐
‐
‐
‐
‐
‐
‐
‐
80
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
28
Share‐based payments (continued)
(c) Expenses arising from share‐based payment transactions
Total expense / (credit) arising from share‐based payment transactions recognised during the period as part of employee benefit
expense were as follows:
Performance rights issued under Incentive Share Plan
Recognition and measurement
Share‐based payments
2019
$'000
2018
$'000
13
32
Share based compensation benefits are provided to employees via the Incentive Share Plan – see below:
Incentive Share Plan
The Incentive Share Plan allows Group executives to acquire shares of the Company.
The fair value of performance rights granted under the Incentive Share Plan is recognised as an employee benefits expense with a
corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the performance rights
granted, measured at the grant date, which includes any market performance conditions and the impact of any non‐vesting conditions but
includes the probability of meeting any service and non‐market performance vesting conditions.
The valuation method takes into account the exercise price of the performance right, the life of the performance right, the current price of
the underlying shares, the expected volatility of the share price, the dividends expected of the shares and the risk‐free interest rate for the
life of the performance right.
Non‐market vesting conditions are included in assumptions about the number of rights that are expected to vest.
The total expense is recognised over the vesting period, which is the period over which all of the specified vesting
conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of rights that are expected to vest
based on the non‐market vesting conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a
corresponding adjustment to equity. No change is made for changes in market conditions.
29
Remuneration of auditors
During the year the following fees were paid or payable for services provided by the auditor of the Company, its related practices and
non‐related audit firms:
KPMG audit and non‐audit services
Audit and other assurance services
KPMG Australia – audit and review of the financial statements
331,500
259,000
2019
$
2018
$
Taxation services
KPMG Australia – taxation and other services
Overseas KPMG firms – taxation services
Total remuneration for taxation services
Other services
Other consulting services
Total remuneration for other services
Total remuneration of KPMG
15,425
4,619
20,044
2,285
2,285
16,000
4,390
20,390
7,250
7,250
353,829
286,640
81
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
30
Other accounting policies
(a) New and amended standards adopted by the Group
Effective 1 July 2018, the group adopted AASB 9 Financial Instruments (AASB 9) and AASB 15 Revenue with Contracts with Customers
(AASB 15). The impact of the adoption of these standards is disclosed below.
Title
Effective date
Details
AASB 9
Financial
Instruments
1 January 2018
Hills Group: Applicable for
the year ending 30 June
2019
AASB 15
1 January 2018
Revenue from
Contracts with
Customers
Hills Group: Applicable for
the year ending 30 June
2019
This standard changes the classification and measurement of financial instruments,
introduces new hedge accounting requirements including changes to hedge
effectiveness testing, treatment of hedging costs, risk components that can be
hedged and disclosures, and introduce a new expected‐loss impairment model that
will require more timely recognition of expected credit losses.
The Group has completed a preliminary assessment of the requirements of the
standard and expects that there will not be a significant impact on the financial
statements on transition to AASB 9.
(i) Classification and measurement
At transition the impact on the balance sheet was an increase in expected credit loss
provision of $0.2m. This was put through equity. Financial assets currently held at fair
value will continue to be measured at fair value. Trade and other receivables are held
to collect contractual cash flows and these contractual cash flows are solely payments
of principle and interest. These receivables will be measured at amortised cost.
(ii) Impairment
The revised methodology for calculation of impairment did not have a significant
impact on the financial statements. The Group will use the simplified approach to
determine the expected credit loss provision.
(iii) Hedge accounting
As permitted by AASB 9 the group has chosen to continue to apply the hedge
accounting requirements of AASB 139 Financial Instruments: Recognition and
Measurement.
The standard outlines a single comprehensive model for entities to use in accounting
for revenue arising from contracts with customers. The core principle is that an entity
recognises revenue to depict the transfer of promised goods and services to
customers in an amount that reflects the consideration to which the entity expects to
be entitled to receive.
The Group’s analysis and assessment of the impact of AASB 15 on its financial results
included an analysis of the specific requirements of the standard and the
consideration of material contracts entered into by the Group that give rise to
revenue.
Sale of goods represent around 80% of total revenue. Product sales include a number
of variable considerations such as discounts, rebates and rights of return, which may
change the way that revenue is recognised under AASB 15.
Services revenue represents around 20% of total revenue. Revenue recognition for
contracts within the Hills Health Solutions division had no material impact on revenue
recognition.
The new standard also introduces expanded disclosure requirements and changes in
presentation. These are reflected in Note 2 Revenue.
(b) Early adoption of standards
The Group has not elected to early adopt any new accounting standards and amendments.
82
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
30
Other accounting policies (continued)
(c) New accounting standards and interpretations not yet adopted
Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2019 reporting periods and
have not been early adopted by the Group. The Group's assessment of the impact of these new standards and interpretations is set out
below.
AASB 16
Leases
1 January 2019
(early adoption permitted)
Hills Group: Applicable for
the year ending 30 June
2020
AASB 16 introduces a comprehensive model for the identification of lease
arrangements and accounting treatments for both lessors and lessees. AASB 16 will
supersede the current lease guidance AASB 117 Leases when it becomes effective on
1 July 2019.
Distinctions of operating leases (off balance sheet) and finance leases (on balance
sheet) are removed and replaced by a model where a right‐of‐use asset (’RoU’) and a
corresponding liability have to be recognised for all leases by the lessee except for
short term leases and leases of low value assets.
The RoU asset is initially measured as equal to the corresponding lease liability, less
any adjustments in respect of lease incentives, initial direct costs and other required
items. It is subsequently measured at cost (subject to certain exceptions) less
accumulated depreciation and impairment losses, adjusted for any remeasurement of
the lease liability. The lease liability is initially measured at the present value of the
future lease payments. Subsequently, the lease liability is adjusted for interest and
lease payments, as well as the impact of lease modifications. Recognition of RoU
asset and respective lease liabilities leads to an increase in depreciation and finance
charges. These charges will replace the operating lease expense that is currently
reported in the Group’s financial report. Furthermore, the classification of cash flows
will also be affected as operating lease payments under AASB 117 are presented as
operating cashflows; whereas under the AASB 16 model, the lease payments will be
split into a principal and an interest portion which will be presented as financing and
operating cashflows respectively.
Furthermore, extensive disclosures are required by AABS 16.
AASB16 wil lbe adopted by the Group on 1 July 2019 applying the modified
retrospective transition approach. AASB16 will a material impact on the Groups
Financial Statements and whilst the amount has not been quantified the Group has
lease commitments of $20.8 million as at 30 June 2019 as disclosed in note 26(b). The
Group is finalising the impact assessment. The key assumptions used to determine
the RoU and corresponding lease liability are: the lease term, options to extend the
original lease terms, discount rate used, and termination options.
83
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
30
Other accounting policies (continued)
(d) Goods and Services Tax (GST)
Revenues, expenses and assets 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.
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 consolidated statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities that are
recoverable from, or payable to the taxation authority, are presented as operating cash flows.
84
Hills Limited
Notes to the consolidated financial statements
For the year ended 30 June 2019
(continued)
Directors' declaration
For the year ended 30 June 2019
In the opinion of the Directors of Hills Limited (the Company):
(a)
the consolidated financial statements and notes set out on pages 30 to 84 and the Remuneration Report on pages 14 to 28
are in accordance with the Corporations Act 2001, including:
(i)
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001; and
giving a true and fair view of the Group's financial position as at 30 June 2019 and of its performance for the
financial year ended on that date; and
(b)
(c)
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
there are reasonable grounds to believe that the Company and the Group Entities identified in note 21 will be able to meet
any obligations or liabilities to which they are, or may become, subject to by virtue of the Deed of Cross Guarantee between
the Company and those Group Entities pursuant to ASIC Corporations (Wholly‐owned Companies) Instrument 2016/785.
Section A of the notes confirms that the consolidated financial statements also comply with International Financial Reporting Standards
as issued by the International Accounting Standards Board.
The Directors have been given the declarations by the Chief Executive Officer & 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.
Jennifer Hill‐Ling
Director
Sydney
30 August 2019
Philip Bullock AO
Director
85
Independent Auditor’s Report
To the shareholders of Hills Limited
Report on the audit of the Financial Report
Opinion
We have audited the Financial Report of
Hills Limited (the Company).
In our opinion,
the accompanying
Financial Report of the Company is in
accordance with the Corporations Act
2001, including:
•
•
giving a true and fair view of the
Group's financial position as at 30
its financial
June 2019 and of
performance for the year ended on
that date; and
with
complying
Accounting Standards and
Corporations Regulations 2001.
Australian
the
The Financial Report comprises:
• Consolidated statement of financial position as at 30
June 2019;
• Consolidated statement of profit or loss, Consolidated
income, Consolidated
in equity, and Consolidated
statement of comprehensive
statement of changes
statement of cash flows for the year then ended;
• Notes including a summary of significant accounting
policies; and
• Directors' Declaration.
The Group consists of the Company and the entities it
controlled at the year-end or from time to time during the
financial year.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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 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 fulfilled our other ethical responsibilities in accordance with the Code.
Key Audit Matters
The Key Audit Matters we identified are:
1
Impairment assessment of the Hills Distribution cash-generating unit
2 Valuation of inventories; and
3 Revenue cut-off.
Key Audit Matters are those matters that, in our professional judgement, were of most significance in our
audit of the Financial Report of the current period.
KPMG, an Australian partnership and a member firm of the KPMG
network of independent member firms affiliated with KPMG
International Cooperative (“KPMG International”), a Swiss entity.
Liability limited by a scheme approved under
Professional Standards Legislation.
86
These matters were addressed in the context of our audit of the Financial Report as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
Impairment assessment of the Hills Distribution cash-generating unit (‘CGU’)
Refer to Note 11 and 12 to the financial report
The key audit matter
How the matter was addressed in our audit
A key audit matter was the Group’s testing of
assets attributable to the Hills Distribution CGU.
Given the performance of the CGU during the year
ended 30 June 2019 and the existence of intangible
assets, we exercised significant judgement in
evaluating audit evidence available.
In addition to the above:
the carrying amount of the net assets of the
Group exceeded the Company’s market
capitalisation at year end, increasing the
possibility of impairment.
the Group recorded an impairment charge of
$5.996 million against intangible assets and
$0.500 million in respect of property, plant and
equipment, increasing the sensitivity of
management’s ‘value-in-use’ (‘VIU’) model to
small changes.
We focussed on the significant forward looking
assumptions the Group applied in their VIU model,
including:
The forecast cash flows – the CGU incurred a
loss during the year as a result of changes in
vendor portfolio and challenging market
conditions for some products, in particular
communication products. This impacted the
Group through reduced sales. These
conditions increase the risk of inaccurate
forecasts and the possibility of the CGUs
assets being impaired.
Terminal growth rate – the model is sensitive
to changes in the terminal growth rate. This
drives additional audit effort in relation to the
feasibility of the terminal growth rate. We
involve our valuations specialists and senior
audit team members with the assessment.
Discount rate – these are complicated in
nature and vary according to the conditions
and environment the specific CGU is subject
to from time to time. The Group’s modelling
is sensitive to small changes in the discount
rate. We involve our valuations specialists
and senior audit team members with the
assessment.
This further increased our audit effort in this key
audit area.
Our procedures included:
We considered the appropriateness of the VIU
model prepared by management and applied by the
Group to perform the impairment test against the
requirements of the accounting standards.
We assessed the integrity of the VIU model used,
including the accuracy of the underlying calculation
formulas.
We checked the forecast cash flows contained in
the model were approved by the Board.
We assessed the accuracy of previous budgets to
inform our evaluation of forecasts included in the
VIU model.
We assessed the Group’s underlying methodology
and documentation for the allocation of corporate
costs to the forecast cash flows contained in the
VIU model, for consistency with our understanding
of the business and the criteria in the accounting
standards.
We challenged the sustaining capital assumptions
including consideration of the forecast against
actual capital expenditure incurred over prior periods
and future plans. We used our knowledge of the
CGU to assess the feasibility of these plans.
Working with our valuation specialists we:
-
-
compared forecast growth rates and terminal
growth rates to published economic trends
and expectations, and considered differences
for the CGU’s operations. We used our
knowledge of the CGU, their past
performance, business and customers, and
our industry experience.
analysed the CGU’s discount rate against
publicly available data of a group of
comparable entities.
We assessed the disclosures in the financial report
using our understanding of the issue obtained from
our testing and against the requirements of the
accounting standards.
We recalculated the impairment charge against the
recorded amount disclosed.
87
Valuation of inventories ($41.636 million)
Refer to Note 9 to the financial report
The key audit matter
How the matter was addressed in our audit
Our procedures included:
Assessing the appropriateness of the Group's policies for
the valuation of inventory against the requirements of the
accounting standards.
Attending year-end stocktakes in significant locations
which included observing the Group’s process of
identifying slow moving and potentially obsolete
inventory.
Using the current year selling price and resulting gross
margin for each product to identify evidence of negative
gross margin products. We compared these negative
gross margin products to the inventory obsolescence
provision.
Obtaining the calculation of the inventory obsolescence
provision and comparing it to the Group’s accounting
policies, the Group’s analysis of slow moving inventory
and current year actual sales and usage.
Assessing the level of provision in light of our
understanding of the business, and knowledge of the
industry in which the Group operates.
The audit of the carrying value of inventory is a key
audit matter due to the extent of judgement involved
in determining the recoverable value, particularly in
relation to slow moving, obsolete or excessive
inventory.
The Group has a broad range of technology products
that are at risk of being superseded by technological
advances or have been sourced under specific
distribution arrangements, or for a specific customer,
which increases the amount of judgement required in
assessing the carrying value of inventory.
In addition to the above, the Group:
Announced a strategic review of the
Distribution business during the year.
Recorded a net realisable value impairment of
$3.800 million increasing the sensitivity of the
inventory net realisable value calculation to
small changes.
This further increased our audit effort in this key audit
area.
We particularly focused on the estimates listed
below which significantly impact the valuation:
1. Expected selling price of inventory.
2. Ageing of inventory.
3. Future inventory usage.
In assessing this key audit matter, we utilised senior
audit team members who understand the Group’s
business, industry and the relevant economic
environment.
Revenue cut-off
Revenue $267.362 million – Refer to Note 2 to the financial report
The key audit matter
How the matter was addressed in our audit
The Group derived revenue from two main sources,
being the sale of goods and provision of services.
The audit of revenue cut-off is a key audit matter due
to the high number of transactions and the
judgement involved in recording revenue in the
appropriate financial period. This includes
consideration of when a customer obtains control of
the goods, or in proportion to the stage of completion
for services rendered.
Our procedures included:
Evaluating the Group’s accounting policy against the
requirements of AASB 15 Revenue from Contracts with
Customers, which was adopted at the commencement of
the year.
Sample testing significant sales recorded pre and post
balance date to verify they had been recorded in the correct
financial period.
Obtaining and assessing the appropriateness of
management’s adjustment for sales invoiced, but not
despatched by balance date.
Verifying the percentage of completion at balance date for
sample of projects where the performance obligation is
satisfied over time, by obtaining customer confirmation.
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Other Information
Other Information is financial and non-financial information Hills Limited’s annual reporting which is
provided in addition to the Financial Report and the Auditor’s Report. The Directors are responsible for the
Other Information.
Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not
express an audit opinion or 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. In
doing so, we 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.
We are required to report if we conclude that there is a material misstatement of this Other Information,
and based on the work we have performed on the Other Information that we obtained prior to the date of
this Auditor’s Report we have nothing to report.
Responsibilities of the Directors for the Financial Report
The Directors are responsible for:
preparing the Financial Report that gives a true and fair view in accordance with Australian Accounting
Standards and the Corporations Act 2001;
implementing necessary internal control to enable the preparation of a Financial Report that gives a
true and fair view and is free from material misstatement, whether due to fraud or error; and
assessing the Group and Company's ability to continue as a going concern and whether the use of
the going concern basis of accounting is appropriate. This includes disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless they either intend to
liquidate the Group and Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objective is:
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 Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They 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 the 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_responsibilities/ar1.pdf.
This description forms part of our Auditor’s Report.
89
Report on the Remuneration Report
Opinion
Directors’ responsibilities
In our opinion, the Remuneration Report of Hills
Limited for the year ended 30 June 2019,
complies with Section 300A of the Corporations
Act 2001.
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 responsibilities
We have audited the Remuneration Report included in
the Directors’ report for the year ended 30 June 2019.
Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted
in accordance with Australian Auditing Standards.
KPMG
Paul Cenko
Partner
Adelaide
30 August 2019
90
Shareholder information
The shareholder information set out below was applicable as at 5 July 2019.
Distribution of equity securities
Analysis of numbers of ordinary shareholders by size of holding:
Size of holding
Number of holders
1 ‐ 1000
1,001 ‐ 5,000
5,001 ‐ 10,000
10,001 ‐ 100,000
100,001 and over
3,746
4,942
1,895
1,893
239
There were 6,764 holders of less than a marketable parcel of ordinary shares.
Twenty largest shareholders
The names of the 20 largest holders of ordinary shares are listed below:
Name
Hills Associates Limited
Poplar Pty Ltd
The Trust Company (Australia) Limited
Cariste Pty Ltd
Jacaranda Pastoral Pty Ltd
Cambrose Pty Limited
Greybox Holdings Pty Ltd
Mr & Mrs Alan R Bignell
Glennon Capital
Ace Property Holdings Pty Limited
JMID Pty Ltd
Hart Capital Partners Ltd
V M Nominees Pty Limited
AcomeA
Mr John Gassner
Mr & Mrs Joseph Zanca
Carrier International Pty Limited
Mr Gregory V Shalit & Ms Miriam Faine
Mr Alan G Rochford
Mr Peter Howells
Number of shares
16,768,441
16,550,845
7,042,416
6,891,872
5,868,699
4,676,510
3,650,042
3,453,530
3,300,355
3,200,000
3,200,000
2,982,052
2,250,000
2,100,000
1,537,751
1,500,000
1,475,288
1,435,000
1,250,000
1,183,608
% of
shares
issued
7.23
7.13
3.04
2.97
2.53
2.02
1.57
1.49
1.42
1.38
1.38
1.29
0.97
0.91
0.66
0.65
0.64
0.62
0.54
0.51
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Shareholder information (continued)
Substantial holders
Substantial holders in the Company are set out below:
Name
Poplar Pty Ltd1
Hills Associates Limited
The Trust Company (Australia) Limited2
Number held
% of shares issued
17,775,724
16,768,441
13,224,468
7.65
7.23
5.71
Voting rights
The voting rights attaching to each class of equity securities are set out below:
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 shall have one vote.
Rights/options
No voting rights.
On‐market buyback
There is no current on‐market buyback in place.
Direct payment to shareholder accounts
Dividends may be paid directly to bank, building society or credit union accounts in Australia. Payments are electronically credited on
the dividend date and confirmed by mailed payment advice. Shareholders who want their dividends paid this way should advise the
Company’s share register in writing.
Securities exchange
The Company is listed on the Australian Securities Exchange. The home exchange is Sydney.
1 The total number of shares held includes the joint shareholding held by Poplar Pty Ltd and Hills Associates Limited and the shareholding held by Ling Nominees Pty
Ltd.
2 The total number of shares held by The Trust Company (Australia) Limited (Merchant/Merchant Opportunities Fund), JMID Pty Limited and Hart Capital Partners
(refer to ASX:HIL Becoming a substantial holder notice dated 5 March 2019).
92
Corporate directory
Registered office
Unit 1, Building F, 3‐29 Birnie Avenue, Lidcombe, NSW 2141
Telephone: (02) 9216 5510
Facsimile: (02) 9216 5999
Web: http://www.hills.com.au
Executives
David John Joseph Lenz, Chief Executive Officer and Managing Director
Christopher Stuart Jacka, Chief Financial Officer
Non‐executive directors
Jennifer Helen Hill‐Ling
Fiona Rosalyn Vivienne Bennett
Philip Bullock AO
Kenneth James Dwyer
Company secretary
David Robert Fox
Share registry
Link Market Services Limited
Locked Bag A14, Sydney South, NSW 1235, Australia
Telephone
Australia and International: +61 1300 554 474
Facsimile
Australia and International: +61 2 9287 0303
ASX code: HIL
Email: registrars@linkmarketservices.com.au
Web: www.linkmarketservices.com.au
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