IVE Group Limited
Annual Report 2021
Going further since 1921
Celebrating our centenary this year, IVE is Australia’s leading
holistic marketing company. With an unmatched breadth and
depth of offering, we guide our clients from idea to execution.
Our landscape is constantly shifting and evolving, and as
marketing natives so are we. We are forever seeking new ways
to navigate the marketing maze to connect our clients with
customers, wherever and whenever.
Specialising in creative, data-driven communications, integrated
marketing, production and distribution, we bring together the
capabilities, specialists and technology needed to make customer
connection seamless.
Balmain 1921
ASX : IGL
IVE Group’s 2021 AGM will be held
on Tuesday, 23 November 2021
commencing 10:00am (Sydney time)
via an online platform at
https://agmlive.link/IGL21.
Registered office
IVE Group Limited
Level 3, 35 Clarence Street
Sydney NSW 2000
Telephone: +61 2 8020 4400
ABN 62 606 252 644
2
IVE Group Limited Financial performance
Business highlights
Chair’s review
CEO’s review
Board of Directors
IVE celebrates a century
Operating and financial review
Our vision, purpose and values
Our integrated service offering
Our clients
Strategy and growth
Continued diversification and growth
opportunities
Lasoo expansion
Market positioning
Revenue diversification
Margin stability
Cashflow & capital allocation
Year in review
Review of financial performance
Environmental, social and corporate
governance
Directors’ report
Remuneration report
Lead auditor’s independence declaration
Financial report
Financial report contents
Consolidated financial statements
Notes to the consolidated financial
statements
Directors’ declaration
Independent auditor’s report
ASX additional information
Corporate governance statement
4
5
8
10
12
14
16
17
18
19
20
21
22
24
25
26
27
28
33
38
46
52
70
72
73
74
79
117
119
125
128
3
By forever seeking new ways
to simplify, integrate, and
amplify their marketing
activity, we take our clients,
their businesses and their
customers, further.
Annual Report 2021 Financial performance
REVENUE
$656.5m
GROSS PROFIT
MARGIN
48.1%
(46.2% PCP)
EARNINGS
PER SHARE*
(excluding JobKeeper)
13.5c
(8.4% increase on PCP)
NET DEBT
$77.3m
CASH ON HAND
$107m
EBITDA
$100.2m
(including JobKeeper)
$85.3m
(excluding JobKeeper)
NPAT
$30.2m
(including JobKeeper)
$19.9m
(excluding JobKeeper)
OPERATING
CASHFLOW
(excluding AASB 16)
$97m
FULL YEAR DIVIDEND
14.0c
PER SHARE
FULLY FRANKED
*EPS based on NPAT/weighted average shares on issue.
— The underlying financial results are on a non-IFRS basis and are not audited or reviewed
— The underlying results are a continuing operations basis and exclude non-operating
items (see reconciliation page 34)
— Underlying results include net JobKeeper receipts in H1 of $14.9m
44
IVE Group Limited Business highlights
Strong operating performance
> Delivered on earnings guidance –
EBITDA $100.2m
> Improved margins notwithstanding reduced
revenue, achieved through flexing cost base
and supply chain
> Strong results in challenging environment
demonstrate resilience of the business
> Staff at all levels responded very well to
the unprecedented and volatile operating
environment
Strategic initiatives
> The divestment of IVE Telefundraising in
October 2020 for consideration of $16.5m
represented a profit on sale of $4.2m
> Entered into long-term contract with
Australian Community Media (ACM) on
30 October 2020, with expected revenues
of circa $100m over the five-year term.
To support ACM’s requirements, and
further enhance service to clients, we
acquired selected assets of ACM’s web
offset operation in WA for a purchase
consideration of $2m
Balance sheet further strengthened
> Strong cashflow generation, operating
cashflow conversion of 131%
> Net Debt reduced by $59.8m from $137.1m
(30 June 2020) to $77.3m
> Cash balance at 30 June 2021 of $107m
> Net debt to pre AASB 16 EBITDA excluding
JobKeeper of 1.3x (target net debt of 1.5x)
> $50m of senior debt facility was repaid on
6 August 2021
Strong position to fund growth initiatives
> Latent balance sheet capacity available of
$30-40m
> Provides opportunity to actively pursue
earnings accretive growth initiatives
(refer page 34) or further capital
management
5
Annual Report 2021 Improving shareholder returns
> EPS growth over PCP of 8.4%
> Resumption of dividends in H1 FY21 with final
dividend declared of 7 cents per share fully
franked, with a full year dividend of 14 cents
per share fully franked
> ROFE of 15%
> The Company announced a share buyback
on 12 November 2020. As at 25 August 2021,
the Company has acquired 5.4m shares at a
total cost of $7.4m (average price of $1.37 per
share). This represents 3.6% of issued capital
Customers and revenue
IVE continues to benefit from its differentiated
value proposition and a loyal, strong and
diversified customer base
Retention
> IVE provided continuity of service and supply
to all customers throughout the pandemic
> Ongoing traction in share of wallet growth
across IVE’s 2,800 customers
> Our long-term track record of retaining
clients is excellent and in FY21 IVE secured
more than $100m (annualised) in contract
renewals across a multitude of customers,
including Woolworths, Westpac, L’Oréal, IAG,
Bupa, Toyota, GlaxoSmithKline, Luxottica
and Energy Australia
> There was no material client loss in FY21
Growth
> Continued focus on growing market-
share through harnessing the power and
uniqueness of IVE’s go-to-market proposition
> New business momentum across all parts of
the business remains strong, and despite the
challenges of COVID, $58m (annualised) of
new clients were on-boarded:
— Australian Community Media (ACM),
Bunnings, Officeworks, Simplot, Colgate,
Zip Money and a number of others
> The pipeline of opportunities is strong
for FY22 with a number of key prospects
already signed
6
IVE Group Limited 77
Annual Report 2021 Chair’s review
As I reflect on the extraordinary year we
have just been through, and in the context of
this also coinciding with our centenary as a
business, it has reaffirmed my optimism that as
we emerge from the COVID-19 pandemic, the
solid fundamentals of our business place IVE in
a position of strength from which to continue
growing and evolving over the years ahead.
Our business was launched in March 1921 by my
grandfather Oscar Selig with the printing of the
inaugural issue of a local suburban newspaper
called The Link in Balmain NSW. It is fair to
say that our centenary year thus far has not
unfolded quite as we had expected as a result
of the significant disruption from the COVID-19
pandemic. We look forward to appropriately
marking this milestone for the business with
our staff and clients at some point over the
coming months.
I feel strongly that the longevity and solid
foundations of our business demonstrated the
resilience of IVE through a year unprecedented
by the impacts of COVID. Notwithstanding the
impacts of the pandemic across multiple parts
of our business over the entire year, we are very
pleased with both our outstanding operational
performance and solid financial results. The
Group delivered an EBITDA result of $100.2m
(above earnings guidance), improved margins
despite reduced revenue, and delivered EPS
growth over the prior year of 8.4% to 13.5 cents
per share (excluding any Federal Government
JobKeeper support).
Importantly, our balance sheet has significantly
strengthened on the back of strong underlying
cashflow generation and the divestment in
8
October 2020 of our outbound call centre
business for consideration of $16.5m. Net debt
has reduced by $59.8m, from $137.1m at 30 June
2020, to $77.3m at 30 June 2021. With a 30 June
2021 cash balance of $107m, the Board made a
decision to pay down $50m of our senior facility
on 6 August 2021.
Following the suspension of dividends last year
as a precautionary measure given the prevailing
uncertainty resulting from the pandemic, we
resumed as foreshadowed the payment of
dividends in H1 FY21, resulting in a full year
dividend of 14 cents per share fully franked. The
share buyback that was actioned in November
2020 has resulted to date in the Company
acquiring 5.4m shares at a total cost of $7.4m,
this representing 3.6% of the issued capital. In
recognition of the extraordinary efforts of our
employees (approximately 1,600) over the last
18 months, the Company issued 500 IVE shares to
every employee on 5 October 2021.
The Company remains very well capitalised
and highly liquid. The strength of our balance
sheet places us in a strong position to actively
pursue both organic and acquisition growth
opportunities consistent with our ongoing and
previously articulated strategy to evolve and
expand the value proposition we take to market.
IVE Group Limited Whilst observing our stated leverage ratio of 1.5x
pre AASB 16 EBITDA, we currently have $30-40m in
available capacity to pursue targeted earnings
accretive opportunities. Our target ROFE for
growth initiatives is a minimum of 15%.
Over the last year we have experienced a
meaningful increase in interest from our clients
and investors regarding Environmental, Social
and Governance (ESG) issues. We recognise these
developments and are taking proactive steps to
mature and define our approach further, meet
expectations, and adapting to changes in the
landscape. Over the coming months, we are
embarking on the next stages of our ESG journey
and will welcome feedback and participation
from all stakeholders. This work will result in
the development of a robust and transparent
ESG framework underpinned by commitments
and actions, and we look forward to sharing our
progress in future reporting and communications.
Thank you to our CEO Matt Aitken for his
continued outstanding leadership, our entire
leadership and management team for their
never ending commitment, and to all of our
dedicated staff for their huge effort throughout
the most demanding year the business has
ever experienced.
I also convey our thanks to Carole Campbell who
stepped off the Board in November 2020. Carole
joined the Board (and chaired our Audit Risk &
Compliance Committee – ARCC) in November
2018, and throughout her time on the Board made
a significant contribution as a fellow director,
and in particular as chair of the ARCC. We
welcomed Cathy Aston to the Board in December
2020, and Cathy has also taken on the role
as chair of the ARCC. Thank you to my fellow
directors for your ongoing contribution, expertise
and support, particularly over the last 18 months.
As I reflect on the extraordinary year we have
just been through, and in the context of this also
coinciding with our centenary as a business, it has
reaffirmed my optimism that as we emerge from
the COVID-19 pandemic, the solid fundamentals
of our business place IVE in a position of strength
from which to continue growing and evolving over
the years ahead.
Geoff Selig
Executive Chairman
9
Annual Report 2021 CEO’s review
At the outset I would like to commend our staff
of 1,600 for their outstanding commitment to
drive hard over the last year under the most
challenging set of personal and professional
circumstances. I take great pride in leading a
business that has a compelling offer, stable
highly skilled people, a wonderful culture, and
client centric philosophy. Without these core
fundamentals, we could not have navigated
the business so well through the unprecedented
challenges of the last year.
The entire year was impacted across a number of
areas of the business, primarily reduced revenue,
as COVID impacted the global and domestic
economy, our clients, and our business in a variety
of ways. Fortunately, IVE moved quickly at the
outset of the pandemic in Q4 FY20 to implement
a comprehensive range of measures to safeguard
our staff, maintain high levels of customer service
through continued operations both onsite and
with staff working remotely, and to closely
manage the financial components of the business
due to the prevailing uncertainty and confusion.
Notwithstanding the impacts of COVID, the
Company delivered a strong set of financial
results. Due to the impact of COVID on revenue,
the Company qualified for the Federal
Government JobKeeper subsidy ($14.9m was
received up until the end of September 2020),
which played an important role in supporting
the ongoing employment of many staff across
10
the business. Revenue for the year was down
4% on prior year to $656.5m, primarily driven
by reduction in client spend across the retail
catalogue, travel, and events/exhibition sectors.
Our long term track record of revenue retention
remains excellent, with more than $100m
(annualised) in contract renewals secured over
the last year. Our relentless focus on growing
market share through harnessing the power and
uniqueness of IVE’s go-to-market proposition
resulted in the Group securing $58m (annualised)
of new business. The new business momentum
has continued into FY22 with a number of
key prospects already signed and further
contract renewals.
Gross profit margin increased by 1.9% to
48.1% over prior year, reflecting stable market
conditions, improved work mix, and the effective
management of our supply chain. We did
experience challenges across our global supply
chain, resulting in the need to closely manage
supply shortages and freight delays. Fortunately,
the response from our supply partners through
the crisis continues to reaffirm the strength of
relationship we have developed over many years.
EBITDA excluding JobKeeper increased by 3%
over prior year to $100.2m, with both EBITDA and
NPAT margin improvement driven by improving
gross margin and flexing the cost base. As
previously communicated, the flexibility of our
cost base has been core to mitigation on the
IVE Group Limited Despite the challenges of the last
year, IVE is a match-fit, mature
business in a strong financial position
from which to build further as we
transition back to more stable
operating conditions.
back of revenue declines since the outset of the
pandemic. NPAT of $19.9m excluding JobKeeper
was an 8.4% increase over last year.
Capital expenditure has normalised following the
completion of the Group’s major investment and
expansion program over recent years. Capital
expenditure for the year was $12.7m (including
$4m for Group ERP/MIS upgrades), with FY22
expected to be circa $10m excluding our $3.5m
investment to re-platform and transition the
Lasoo business. We would expect our ongoing
base business capital expenditure to continue at
approximately 60% of depreciation (pre AASB 16).
We divested our IVE Telefundraising business in
October 2020 for consideration of $16.5m, which
represented a profit on sale of $4.2m. We also
entered into a long term contract with Australian
Community Media (ACM) on 30 October 2020,
and to further enhance our service to clients, we
acquired ACM’s web offset printing operation in
Western Australia for consideration of $2m.
IVE has successfully over the last 5 years
executed on a transformational investment and
growth program that has further expanded and
strengthened our integrated communications
offer. The evolution and diversification of our
offering has been the cornerstone of our strategy
for over 20 years and has resulted in IVE’s leading
market position(s), solid client base and sector
spread, revenue diversification, and margin
stability. Despite the challenges of the last year,
IVE is a match fit, mature business in a strong
financial position from which to build further
as we transition back to more stable operating
conditions.
We are executing a range of important initiatives
across the business over the year ahead and I
look forward to updating shareholders in more
detail at our AGM in November.
My thanks to our Executive Chairman Geoff Selig
for his invaluable contribution and support, our
skilled and committed leadership team, and to
other members of the Board for their ongoing
support and encouragement over what has been
a most challenging period.
Matt Aitken
Chief Executive Officer
11
Annual Report 2021 Board of Directors
Geoff Selig
Executive Chairman
Paul Selig
Executive Director
Appointed: 10 June 2015
Appointed: 10 June 2015
Sandra Hook
Independent
Non-Executive Director
Appointed: 1 June 2016
James Todd
Independent
Non-Executive Director
Cathy Aston
Independent
Non-Executive Director
Gavin Bell
Independent
Non-Executive Director
Appointed: 10 June 2015
Appointed: 15 December 2020
Appointed: 25 November 2015
12
IVE Group Limited 1313
Annual Report 2021 IVE celebrates a century
Few ASX companies today can point to a
100-year history. Fewer still remain fortunate
enough to be ideally placed to invest in a post-
COVID-19 environment. This year IVE passed
both milestones, as we celebrated a century in
business and continued to solidify our market
leading position.
IVE’s story began in March 1921, when Oscar
Selig returned from World War I and established
The Link newspaper in Balmain. Published from
a humble shopfront, The Link connected the
communities of Balmain, Rozelle, Glebe and
surrounding suburbs. Oscar’s son, Gordon Selig,
took over in the early 1960’s and evolved the
newspaper into a leading commercial printing
operation called Link Printing.
100 years later, both Geoff Selig and Paul Selig
are still actively involved as Executive Chairman
(Geoff) and Executive Director (Paul), making it a
third-generation business. Their strategic vision,
drive to evolve, diversify and continually innovate
ahead of the curve has supported IVE to become
what it is today – Australia’s leading holistic
marketing and communications company.
IVE’s diversification strategy began in the late
1990’s when the then-family owned business was
generating annualised turnover of just $30m.
During this time IVE began to evolve from ‘just
a printing company’, into a business that had a
much broader value proposition to take to the
marketing and communications sector.
Over the last 20 years IVE’s strategy has been a
combination of organic growth, as we moved into
logistics, creative services, integrated marketing
and web offset printing, and a disciplined
acquisition program. These acquisitions saw the
Group also move into data-driven personalised
communications, retail display, premiums and
merchandising, customer experience, marketing
automation, distribution, and digital catalogues
(through Lasoo), creating a company that
covers the full breadth of the marketing and
communications sector.
Our desire to expedite the diversification and
growth strategy, led IVE to list in late 2015
(ASX: IGL), and in 2019 all businesses in the Group
14
Photos, clockwise from top left:
Balmain NSW, 1921; the inaugural issue of The Link
newspaper, 1921; Balmain NSW, 1960; Sunshine Vic,
2021; Oscar Selig, founder, 1921; Paul, Gordon and
Geoff Selig, 2015; Huntingwood NSW, 2021.
came together to form one powerful, unified
brand. Today IVE has 1,600 employees, with 2,800
clients that cover household Australian and
global brands across the full range of sectors.
We have competitors in each market segment
that we operate in, but we don’t have one
headline rival. The scale of our operations across
Asia Pacific enables bundled offers to clients, and
ensures that we’re able to generate significant
buying power.
IVE Group Limited Going further since 1921
As we look toward the future and the next
chapter of our story, the fundamentals that
underpin our business will remain the same
as they were 20 years ago and 100 years
ago. Our focus will remain on people and
culture, our customer first philosophy,
significant ongoing investment in our asset
base and operations, and the ongoing
diversification of our revenue streams.
Geoff Selig
15
Annual Report 2021 Operating and
financial review
1616
IVE Group Limited Our vision, purpose and values
Our vision and purpose is to maintain and grow a
highly respected, strong and sustainable business
for all key stakeholders – our staff, our clients and
our shareholders. Core to this is ensuring a value
proposition that maintains its relevance to our
clients’ ever-evolving communications needs.
IVE unlocks value for our stakeholders through the
powerful combination of our brand values that
are the guiding principles of our behaviour – core
to this is our ‘one company philosophy’.
As specialists,
we collaborate to deliver
holistic customer focused
solutions for our clients.
Drawing on our combined
skills, we partner with our
clients in a flexible and
friendly manner to deliver
exceptional outcomes.
We have a responsibility
to our clients, our
shareholders and our
staff to be honest, upfront
and accountable. Every
moment matters, so we’re
always on point and ready
to deliver reliable, effective
marketing solutions.
Collaborative
Accountable
Smart
Passionate
We’re focused on leading
the way with practical,
progressive and innovative
solutions. Always looking
ahead and reading
the shifts in our sector,
we anticipate what’s
coming next and invest
accordingly.
We’re a dynamic business
full of genuine, passionate
people – always at the
ready, to deliver more for
our clients. We believe in
the work we do and the
benefits we provide. It’s
what drives us all to go
further every day.
17
Annual Report 2021 Our integrated service offering
Specialising in creative, data-driven communi cations, integrated marketing, production and
distribution, we bring together the capabilities, specialists and technology needed to make customer
connection seamless.
Our offering is supported by robust integrated technology platforms that make complex marketing
simpler for our clients.
Creative
Services
> Visual
> Motion
> Digital creative
> Personalised
> Structural (3D)
Data-Driven
Communications
Production &
Distribution
> CX data & insights
> Print
> Marketing
technology
> Omni-channel
deployment
> Archive retrieval
> Data enrichment
> Retail display
> Premiums &
merchandising
> Integrated logistics
> Distribution
> ivolve PPE
Integrated
Marketing
> Collateral
optimisation
> Resource
management
> Supply chain
> Business
intelligence
18
IVE Group Limited Our clients
1919
Annual Report 2021 Strategy and growth
IVE commenced the evolution to a broader
product and service offering late in the 1990’s,
through a combination of organic growth
initiatives and a disciplined acquisition program.
Core to expediting the execution of our growth
and ongoing diversification strategy was
our decision to list on the ASX in December
2015. Strong free cashflow, combined with
access to capital, has enabled the Company
to successfully execute a transformational
investment and growth program over recent
years to further expand and strengthen our
integrated communications offer to enhance
long-term client relationships.
Our continued growth and diversification, and
the convergence of technologies on the back of
the digital revolution over the last decade, has
coincided with a meaningful consolidation across
the more traditional parts of the marketing
communications sector. This has resulted in a
more defined competitive landscape than ever
before with a reduced number of competitors.
IVE has led sector consolidation and innovation
over the last 10 years and today has the most
diversified integrated marketing communications
offer in the Australian market.
Core to the ongoing sustainability of the business
is that the value proposition we take to market
has always remained relevant by being closely
aligned to our clients evolving marketing
communications requirements.
The diversity of IVE’s value proposition places
us in a strong position relative to a number of
competitors across the sector. IVE does not have
one headline competitor that has an equivalent
breadth of offering, and we continue to hold
dominant market positions across the sub sectors
in which we operate.
20
IVE Group Limited Continued diversification and growth
opportunities
A clearly defined and well executed strategy has resulted in a
resilient business with diversified revenue streams, well positioned
to pursue growth initiatives
Execution of the long-term strategy
> The diversification of our offering has been a
cornerstone of our strategy for over 20 years
> Listing in December 2015, strong free cashflow,
combined with access to capital, enabled
the Company to successfully execute a
transformational investment and growth
program that further expanded our integrated
communications offer
A highly resilient business
> Leading market positions, diverse revenue mix,
stable margins, reliable cashflow and strong
balance sheet (refer pages 24-27)
Continuation of our strategy through actively
pursuing current growth opportunities
> Balance sheet strength will support an
investment of $30-40m in growth initiatives
> Growth initiatives target a minimum ROFE
of 15%
There is a range of initiatives and opportunities
for the Company to pursue:
> Enhance and amplify our Lasoo digital
catalogue aggregator business
> Complementary adjacencies:
— With our exposure to the fibre-based
packaging sector increasing, we see
opportunity for both organic and acquisition
growth in this sector
— Expansion of integrated logistics offering to
include pure 3PL clients
> Bolster existing offer through further ‘bolt-on’
acquisitions
21
Annual Report 2021 Continuing to expand our digital offerings further
through enhancing and amplifying Lasoo
> Lasoo was the first digital catalogue site in
Australia, established in 2007
IVE very well positioned to capitalise on growth
in digital catalogues
> Strategically acquired by IVE in 2020
> Digital catalogue readership has grown 22%
> Loyal and active customer base
> Diverse and growing retailer base includes
many of Australia’s leading retailers
The Company has committed to investing
in Lasoo over the next 2-3 years to improve
the consumer experience, and will work
closely with our retail clients to unlock
opportunities to drive further revenue for
their business. The enhanced platform will
be launched in early 2022.
from 2016 to 2020*
> This growth has rapidly accelerated since
COVID-19
> More retailers are considering an omni-channel
approach to catalogues, comprising a mix of
both digital and printed catalogues
> The loyalty and activity levels of Lasoo’s
growing customer and retailer base provides
a solid foundation for IVE to invest further to
amplify the platform
> Opportunity to further expand our digital
offering across our 2,800 strong client base,
including over 400 retailers
*Roy Morgan online survey October 2020.
9.6m
shopping
sessions p.a.
24m
digital catalogues
shopped p.a.
840,000
buy now
clicks p.a.
22
IVE Group Limited 23
Annual Report 2021 Market positioning
Strong market position across a number of key sectors
> No. 1 provider in key sectors we operate in
> IVE is considered an attractive counterparty given the diversity and power of our value proposition,
geographical footprint and financial strength
> COVID-19 has increased pressure on key competitors in some sectors. We are ideally positioned to
take advantage of any opportunities
The table below provides an overview of our revenue by industry sector for FY21:
Revenue Sector Analysis
Retail: White goods, electronics, furniture, clothing
Supermarkets
Health / personal products
Food / beverage
Financial / Corporate Services
Publishing
Government
Health
Charity / Not for Profit
Tourism / Entertainment
Manufacturing
Telecommunications
Other*
Grand Total
$m
132.1
74.7
68.6
16.0
100.3
47.7
27.8
19.9
14.3
13.3
11.9
10.3
119.6
656.5
%
20.1
11.4
10.4
2.4
15.3
7.3
4.2
3.0
2.2
2.0
1.8
1.6
18.2
100.0
*Other includes: Media, Service, Trade, Agency, Utilities, Automotive, Advertising Agency, Associations, Food, Transport, Broker,
Building/Construction, IT, Property, Legal and others.
24
IVE Group Limited
Revenue diversification
Execution of our strategy has resulted in the
increased diversification of revenue streams and
broader client relationships
> Revenue growth expected across the business
as the economy emerges from the current
COVID-19 lockdowns
> Our long-term strategy of evolving our value
proposition has resulted in well-diversified
revenue streams across multiple sectors
> We are ideally positioned to capitalise on
opportunities across multiple sectors to grow
market share
> IVE’s broad product and service offering has
resulted in a large proportion of our clients
engaging with us across multiple parts of
our business
> The Company’s capacity to fund a range of
organic and inorganic strategic initiatives will
result in further diversification of revenues
FY21
Revenue
$656.5m
Integrated
marketing
Data-driven communications
> CX data & insights
> Marketing technology
> Omnichannel deployment
> Archive retrieval
> Data enrichment
Integrated marketing
> Manage IM client spend within
IVE Group
> Creative services
> Collateral optimisation
> Resource management
> Supply chain
> Business intelligence
Retail display, premiums &
merchandising
> Temporary point of sale (POS)
> Semi-permanent and permanent
point of sale
> Retail fit-outs
> Window displays
> Wide format digital printing
> Pop-ups and event activations
> Internal and external signage
> Co-packing
> Branded apparel & merchandise,
corporate gifts, promotional
products
> Hygiene, PPE and safety solutions
(ivolve)
General commercial
> Sheetfed and digital printing
> Packaging
Web offset printing
> Catalogues
> Publications/magazines
> Books
> Corporate
Fulfilment & distribution
> Letterbox distribution
> Integrated logistics (kitting
and fulfilment, inventory
management, warehousing,
pick and pack)
25
Annual Report 2021 Margin stability
Margins resilient despite COVID-19 impacting revenue since FY20
> Material gross margin (MGM) stable
> EBITDA margin stable to FY19, declined in FY20
over period, reflects benefit of revenue
diversification, stable market conditions, and
effective management of supply chain
> Gross margin maintained in FY20 and FY21
demonstrating capacity to flex the cost base
in response to COVID-19
due to change in revenue mix post Salmat
acquisition, and COVID-19. Recovery in FY21
achieved notwithstanding revenue decline
on PCP
> Business ‘match fit’ with improved operating
leverage, ideally positioned to benefit
from anticipated revenue increases as
economy reopens
60%
50%
40%
30%
20%
10%
0
60%
50%
40%
30%
20%
10%
0
FY18
FY19
FY20
FY21
Material Gross Margin % (MGM)
Gross Profit %
EBITDA %
Note: EBITDA Margin pre AASB 16
26
IVE Group Limited Cashflow & capital allocation
Increased balance sheet flexibility as operating cashflows increase and
capital expenditure normalises
> Consistent and increasing operating
> Consistently high dividend yield, albeit with
cashflow generation
the exception of the pandemic period
> Reduced capital expenditure profile
> Strong cash coverage of dividend
> Introduction of buyback given softer share
price and strengthening balance sheet
> Well positioned to fund growth initiatives
anticipated revenue increases as
economy reopens
$m
100
90
80
70
60
50
40
30
20
10
0
65.4
16.9
20.1
FY17
62.5
22.9
35.2
FY18
65.8
24.1
21.9
FY19
97.1
82.2
7.4
20.3
9.0
FY21
100
90
80
70
60
50
40
30
20
10
0
79.7
64.6
9.5
FY20
Capex – cash fund
Dividends (declared)
Share buybacks
Operating cashflow (including JobKeeper)
Operating cashflow (excluding JobKeeper)
Operating cashflow is EBITDA, ex AASB 16 plus/minus movements in working capital
FY20 and FY21 adjusted for discontinued operations
27
Annual Report 2021 Year in review
2828
IVE Group Limited The year in review
The year was impacted across a number of
areas of our business, primarily reduced revenue,
as the COVID-19 pandemic engulfed the world,
impacting the domestic economy and our clients
in a variety of ways. Fortunately, IVE moved
quickly at the outset of the pandemic in Q4 FY20
to implement a broad range of measures to
protect the safety and wellbeing of our valued
staff, and this continued throughout the FY21
full year.
Under challenging circumstances, our entire
workforce of circa 1,600 staff under the leadership
of our CEO Matt Aitken, continued to respond by
coming together and committing to do whatever
was required to ensure we continued caring for
each other and maintaining high levels of service
to our clients.
The Company, through the period, once again
continued to maintain high levels of customer
service through a hybrid of continuing operations
across multiple production/service facilities and
staff working remotely.
The Company qualified for the Federal
Government’s JobKeeper Program based on
the year on year revenue reduction measured
at April 2020. The JobKeeper subsidy of $14.9m
was received up until the end of September 2020
(Q1 FY21).
Notwithstanding the impacts of reduced revenue,
and as a result of the skill and commitment of
our people, the Company exceeded full year
earnings guidance ($98-$100m EBITDA), posting
a $100.2m EBITDA result, improved margins over
PCP, resulting in an 8.4% growth in earnings per
share (EPS) excluding JobKeeper over PCP.
The divestment of our outbound call centre
business IVE Telefundraising was completed
on 30 October 2020. Consideration was $16.5m,
which resulted in a profit on sale of $4.2m.
We entered into a long-term contract with
Australian Community Media (ACM) on 30
October 2020, with expected revenues of circa
$100m over the five-year term. To support ACM’s
requirements, and further enhance service to
clients, we acquired selected assets of ACM’s
web offset operation in WA for a purchase
consideration of $2m.
Importantly, strong free cashflow and the
divestment of our Telefundraising business
for consideration of $16.5m has resulted in a
significant reduction of $59.8m in net debt since
30 June last year to $77.3m.
The Company entered the COVID-19 crisis in a
position of strength, and the full year FY21 results
on all demonstrate the resilience and underlying
strength of the IVE business.
Customers and revenue
IVE continues to benefit from its differentiated
value proposition and a loyal, strong and
diversified customer base.
Retention
> IVE provided continuity of service and supply to
all customers throughout the pandemic
> Ongoing traction in share of wallet growth
across IVE’s 2,800 customers was again
meaningful
> Our long-term track record of retaining clients
is excellent and in FY21 IVE secured more than
$100m (annualised) in contract renewals
across a multitude of customers, including
Woolworths, Westpac, L’Oréal, IAG, Bupa,
Toyota, GlaxoSmithKline, Luxottica and Energy
Australia
> There was no material client loss in FY21.
29
Annual Report 2021 Growth
Supply chain
> Continued and relentless focus on growing
IVE’s extensive supply chain consists of:
> Both domestic and global suppliers for our raw
materials (primarily paper)
> Both domestic and Asian supply chain for
finished goods (primarily premiums and
merchandise, personal protective equipment
(PPE) and permanent retail display)
Throughout the year, we experienced challenges
across our supply chain, resulting in the need
to closely manage supply shortages and
shipping/airfreight delays. This has resulted in
a temporarily very low level of raw materials
(primarily paper) at 30 June 2021, which has
resulted in an unexpected further short-term
working capital benefit which will reverse to some
extent as inventory levels return to normal in H1
FY22. We are hopeful with the global roll out of
the vaccine, the stability and certainty of our
supply chain will return to normal during H1 FY22.
The response from our supply partners through
the crisis continues to reaffirm the strength of
relationship we have developed over many years.
Capital expenditure
The Company’s excellent operational footprint
has capital expenditure, as previously
communicated, continuing to normalise following
the completion of IVE’s major investment and
expansion program over recent years.
> FY21 capital expenditure was $8.7m excluding
MIS/ERP upgrade(s) of $4.0m
> FY22 capital expenditure expected to be $10m
(excludes $3.5m to re-platform and transition
the Lasoo business).
market-share through harnessing the
power and uniqueness of IVE’s go-to-market
proposition
> New business momentum across all parts of
the business remains strong, and despite the
challenges of Covid, $58m (annualised) of new
clients were on-boarded:
— Australian Community Media (ACM),
Bunnings, Officeworks, Simplot, Colgate,
Zip Money and a number of others
> The pipeline of opportunities is strong for FY22
with a number of key prospects already signed.
The Company executed a range of initiatives
at the outset of the pandemic in Q4 FY20 to
mitigate the financial impacts of COVID-19,
whilst still ensuring high levels of customer
service. This group wide focus continued for the
entirety of the FY21 full year, and continues as a
result of COVID-19 Delta strain lockdowns over
Q4 FY21 and into Q1 FY22.
Flexibility across the cost base
> The flexibility of our cost base has been core to
mitigation since the outset of the pandemic.
— The Company has executed a range of
actions to reduce both short term and
permanent labour cost:
— Staff stand downs in H1 as a component of
the ‘JobKeeper Program’
— Significant reduction/elimination of casual
and temporary labour with enhanced
resource sharing across the Group
— Reduced hours, including overtime, for
a proportion of temporary and
permanent staff
— Permanent labour cost reductions
— Utilisation of accrued annual leave and long
service leave
> Reducing costs and discretionary expenditure
across the Group.
30
IVE Group Limited Banking and liquidity
Capacity to support growth
As outlined previously in the strategy and growth
section, the current strength of our balance
sheet places us in a strong position to actively
pursue both organic and acquisition growth
opportunities consistent with our stated strategy.
Whilst observing our stated leverage ratio of
1.5x pre AASB 16 EBITDA, the Company currently
has $40m in available capacity to continue the
execution of its clearly articulated strategy to
evolve the value proposition of the business and
drive sustainable earnings growth. Our target
ROFE for growth initiatives is a minimum of 15%.
Share buyback update
The Company announced a share buyback on
12 November 2020.
As at 25 August 2021, the Company has acquired
5.4m shares at a total cost of $7.4m (average
price of $1.37 per share). This represents 3.6% of
issued capital. Shares on issue now 142.8m.
Employee share issue
In recognition of the extraordinary efforts of our
employees (appoximately 1,600) over the last
18 months, the Board intends to issue 500 shares
to every employee of the Company in FY22.
Dividends
Given the uncertainty as the COVID-19 pandemic
unfolded, the Company took the pre-emptive
and conservative decision in March 2020 to
cancel the previously announced H1 FY20 interim
dividend. At the time of our full year FY20 results
in August 2020, it was decided the Company
would not pay a final dividend for FY20; however,
it was foreshadowed at the time that the Board
intended to resume dividend payments consistent
with the existing dividend policy commencing
with the H1 FY21 interim dividend. The Company
subsequently paid an H1 FY21 interim dividend
of 7 cents per share fully franked, and today
declares a final dividend of 7 cents per year
fully franked, delivering a full year dividend to
shareholders of 14 cents per share.
Net Debt
The Company has worked diligently since the
outbreak of the pandemic to zealously focus
on all components that drive liquidity and the
strength of our balance sheet. The period saw a
significant reduction in net debt from $137.1m at
30 June 2020 to $77.3m at 30 June 2021, with cash
on hand of $107m at 30 June 2021.
Net debt reduction primarily driven by significant
free cashflow and proceeds of the divestment of
our Telefundraising business in October 2020.
$50m of senior debt facility was repaid on
6 August 2021.
31
Annual Report 2021 32
IVE Group Limited Review of financial performance
Basis of preparation
IVE’s Financial Report for FY2021 is presented
in accordance with Australian Accounting
Standards which comply with International
Financial Reporting Standards (IFRS).
The Directors believe the non-IFRS underlying
results better reflect the underlying operating
performance and is consistent with prior year
reporting, this differs from the IFRS presentation.
In this report, certain non-IFRS financial
information (underlying) has also been included
to allow investors to understand the underlying
performance of IVE. The non-IFRS financial
information relates to FY2021 and FY2020 results
presented before the impact of certain non-
operating items and on a continuing business
basis, which allow for a direct comparison
to FY2020.
The non-IFRS underlying financial information
has not been audited or reviewed.
Financial information in this report is expressed
in millions and has been rounded to one
decimal place. This differs from the interim
Financial Report where numbers are expressed
in thousands. As a result, some minor rounding
discrepancies occur.
Financial Results on an IFRS and underlying basis (underlying where noted)
Revenue
Gross Profit
% of Revenue
Underlying EBITDA continuing operations (inc JobKeeper)
Underlying EBITDA continuing operations (ex JobKeeper)
EBITDA
Depreciation and amortisation
EBIT
Net finance costs
NPBT
Income tax expense
NPAT from continuing operations
NPATA continuing operations
Underlying NPAT continuing operations (inc JobKeeper)
Underlying NPAT continuing operations (ex JobKeeper)
Underlying NPATA continuing operations (inc JobKeeper)
Underlying NPATA continuing operations (ex JobKeeper)
FY21 & FY20 Post AASB 16
Actual
FY2021
Actual
FY2020
Variance
$m
Variance
%
656.5
316.0
48.1%
100.2
85.3
96.2
47.2
49.0
12.1
36.9
12.3
24.7
28.6
30.2
19.9
34.1
23.8
677.4
313.0
46.2%
97.9
82.8
85.8
85.5
0.3
10.7
(10.4)
10.4
(20.8)
(16.1)
29.0
18.5
33.1
22.6
(20.9)
(3.1%)
3.0
-
2.2
2.5
1.0%
4.2%
2.3%
3.0%
10.4
12.2%
(38.3)
(44.8%)
48.7
1.4
47.3
1.9
45.4
44.7
1.2
1.4
1.0
1.2
-
12.9%
456.4%
17.9%
218.9%
277.8%
4.1%
7.5%
3.1%
5.4%
33
Annual Report 2021 Review of financial performance – continued
Non-operating items excluded from underlying NPAT
IFRS to underlying NPAT reconciliation
IFRS NPAT (continuing)
Restructure costs
Acquisition costs
JobKeeper
Financial asset write down (net of interest rec'd)
Insurance payout
Others
Sub total non operating items
Tax effect of adjustments
Underlying NPAT (ex JobKeeper)
Actual
FY2021
24.7
3.3
1.0
(14.9)
2.9
(0.7)
0.1
(8.2)
3.4
19.9
All financial commentary is based on a continuing operations basis, this is in order for comparatives to PCP to
be meaningful.
— Premiums and Merchandising continues to
reflect the impacts of COVID-19 due to less
exhibitions and events
> Despite the negative impacts of COVID on
parts of the business other sectors continued to
perform strongly:
— Retail Display had a strong growth year
on year
— Sheet fed print and logistics continued to
perform strongly
— COVID resulted in many clients increasing
1 to 1 communications with their with
customers through our Data-Driven
Communications division (DDC)
— Many clients/sectors not impacted by
COVID and activity levels remain strong
(eg: healthcare and not for profit)
— No client losses of note during FY21
Revenue
Total revenue for the Group for FY21 was
$656.5m. This includes the full year of acquisition
revenue for Salmat Marketing Solutions (now
IVE Distribution) and Reach Media of $99.0m
compared to half year in FY20 of $50.0m. FY21
also saw the impact of Australian Community
Media (ACM) acquisition revenue of $5.7m not
in PCP. Normalised for the acquisitions, revenue
declined by $75.6m from PCP.
The main drivers in the decreased revenue
relate to:
> Full year impacts of COVID-19 negatively
impacting revenues over primarily Q4 in FY20
— Catalogue production and distribution
revenue impacted due to major supermarket
clients not needing to advertise as a result
of significantly increased sales through
the crisis. Some retail clients also reduced/
cancelled catalogue production and
distribution due to a combination of ongoing
supply issues and store closures.
— Travel sector clients reduced spend over the
period, however it should be noted that we
are still doing work for travel clients albeit
at reduced levels.
34
IVE Group Limited Earnings
IFRS and underlying Gross Profit was 48.1% and
compares to 46.2% in PCP
> The Group’s gross profit (revenue less material
cost of goods sold) has remained stable over
the period with a small increase over PCP.
The increase reflects:
— benefits of paper price reduction savings
in FY21
— benefits of work mix, bringing more work
into ‘IVE Group’ operations as the Group
continues to refine offering to its clients
— continuing to procure well through
leveraging the Group’s scale across the
supply chain
Production and Administration expense on IFRS
basis reflect the net benefits of the Federal
Government JobKeeper scheme of $14.9m in Q1
of FY21 (net of amounts paid to staff placed
on stand down) which is a credit to the profit
and loss and reflected as an offset reducing
labour expense.
> On an underlying and continuing business
basis (excluding JobKeeper benefit) production
and selling labour is an increase to PCP of
$2.4m ($177.4m to PCP $175.0m), this has largely
been driven by:
— Normalised for full year impact of
acquisitions Salmat/Reach and ACM over
FY20 total labour decrease over PCP is $4.6m.
— FY20 labour costs were reduced due to
initiatives to manage the early stages of
COVID-19 impacts i.e. staff stand downs,
annual leave, reduced hours and temporary
pay decreases, FY21 does not reflect the
same level of labour reduction benefits.
> On an underlying and continuing business
basis, production and administrations
expenses (excluding depreciation and pre
AASB 16) is a decrease to PCP of $1.6m
($77.0m to PCP $78.6m):
— Normalised for full year impact of
acquisitions Salmat/Reach and ACM over
FY20, total production and administration
expense decrease over PCP is $7.0m
— Cost base continues to be well managed
IFRS EBITDA of $96.2m also includes the net
benefits of JobKeeper of $14.9m, as well as non-
operating items excluded from the underlying
EBITDA. The non-operating items relate to
restructuring costs of $3.3m, comprised primarily
of redundancies and business relocation costs.
Acquisition costs of $1.0m which include the
financial asset transaction costs, and legal and
consulting fees associated with acquisitions
including ACM and Telefundraising divestment.
Also included in non-operating items is proceeds
of insurance claim of $0.7m and a loss on sale of
fixed asset of $0.4m.
Underlying EBITDA of $85.3m excluding JobKeeper
on a continuing business basis compares to FY20
of $82.8m growth of 3% despite the reduction in
revenue. The increase in EBITDA to PCP is due to
higher than PCP gross profit as well as continued
well managed cost base.
Depreciation and amortisation (pre AASB 16)
remained in line with PCP.
IFRS net finance costs of $12.1m to $10.7m PCP,
increase reflects the impact of financial asset
revaluation of $2.9m (net of interest received),
and profit on interest rate hedge. On an
underlying basis net finance costs of $9.5m
compares to PCP of $10.7m post AASB 16, pre
AASB 16 is $6.3M to PCP of $7.3m reflecting the
lower net debt position.
IFRS NPAT of $24.7m profit to loss of ($20.8m)
PCP, with PCP impacted by $40.0m goodwill
impairment. Underlying NPAT excluding
JobKeeper of $19.9m compares to FY20 of $18.5m,
growth of 7.5%, a strong result given FY21 was a
full year post COVID-19 whereas FY20 reflected
only 4 of months COVID-19 impacts.
Earnings per share (EPS) on a IFRS basis 20.0
cps, on an underlying basis excluding JobKeeper
13.5 cps and an 8.4% growth on PCP.
35
Annual Report 2021
Review of financial performance – continued
Net debt and Balance sheet
IVE Group Limited Net Debt
Loans . borrowings – short term
Loans & borrowings – long term
Loans & borrowings* – Sub Total
Less Cash
Net Debt
Actual
FY2021
6.5
177.3
183.8
106.5
77.3
Actual
FY2020
6.9
181.8
188.7
51.6
137.1
* Loans & borrowings are gross of facility establishment costs.
* Excludes right of use liabilities impacts from adopting AASB 16.
Net debt reduced from 30 June 2020 from $137.1m to $77.3m at 30 June 2021.
As at 30 June 2021 working capital facility of $30.0m is fully undrawn.
Increase in cash balance on PCP reflecting:
> operating cashflow generation
> decrease in working capital
> JobKeeper
> proceeds from divestment of Tele fundraising
On 6 August 2021, IVE repaid $50.0m of facilities including cancelling $35.0m of the facility, this will
result in reduced interest expense in FY22.
IVE’s senior debt facility matures in April 2023.
Capital Expenditure
Group wide targeted investment and maintenance
Group wide MIS upgrades
Total
Excludes Land & Buildings acquired as part of ACM acquisition ($2.0m).
Actual
FY2021
8.7
4.0
12.7
FY21 capital expenditure was $8.7m excluding MIS/ERP upgrade(s) of $4.0m.
MIS/ERP upgrades continue to be rolled out with all projects on time and in line with business cases,
full ERP rollout expected to be completed in FY23.
FY22 capital expenditure expected to be circa $10m excluding MIS/ERP upgrade(s) and Lasoo investment.
36
IVE Group Limited Cashflow
EBITDA
Movement in NWC/non cash items in EBITDA
Operating Cash Flow
Capital expenditure (net)
Investments
Payments for acquisitions & deferred considerations
Proceeds on disposing net assets
Net cash flow before financing and taxation
Tax
Payments of bank loans
Payment of finance lease liabilities
Payment of share buy back
Dividends paid
Interest paid
Discontinued operations
Net cash flow
Operating cash conversion to EBITDA
Underlying cashflow is presented on a continuing operations basis.
Underlying
FY2021
$m
Stat
FY2021
$m
100.2
30.8
131.0
(9.0)
(5.4)
(1.9)
0.0
114.8
(13.3)
(3.2)
(29.9)
(7.4)
(10.3)
(8.7)
0.0
41.9
131%
96.3
30.6
126.9
(9.0)
(5.4)
(1.9)
15.2
125.8
(12.1)
(3.2)
(29.9)
(7.4)
(10.3)
(8.7)
0.6
54.8
132%
Operating cash conversion very strong at 131% to EBITDA on an IFRS and underlying basis.
Large reduction in working capital mainly driven by reduced inventory holdings and excellent
debtors collections.
Debtors well managed with no write offs of note during the period, collection days also decreasing along with
balances outstanding in 90 days plus.
FY22 inventory levels to increase on our 30 June 2021 position given current supply chain volatility.
Cashflow reflects share buyback of 5.450m shares at a cost of $7.4m.
FY21 Final dividend of 7.0 cps fully franked.
37
Annual Report 2021 Environmental, social and corporate governance
Over the last 12 months, we have experienced a
meaningful increase in interest from our clients
and investors regarding Environmental, Social
and Governance (ESG) issues. At IVE, the Board
recognises these developments and we are
taking steps to mature and define our approach
further, meet expectations and adapt to
changes in the landscape.
We recognise the critical role of ESG in our
long-term success and the responsibility we
have to our people, customers, investors and
wider stakeholders to do the right thing. We
have a long history of adapting to change
and acting responsibly. From this position of
strength, we will be able to meet the needs
of our stakeholders, address risks, leverage
opportunities and remain a partner of choice.
When we look at environmental factors as they
pertain to IVE we are focusing on such issues
as pollution, environmental stewardship, forest
management, resource depletion, energy usage,
carbon emissions and climate change risks
and opportunities.
When we think about social aspects, we
consider data security, privacy and governance,
human rights and specifically concerns
regarding child and slave labour issues,
employment considerations, health and safety
practices, wellbeing, equality, diversity and
product safety.
Finally, governance as it relates to areas
such as shareholder rights, legal compliance
and due diligence, prevention of bribery and
corruption, the Board, Chair and Director skills,
accounting practices and transparency.
IVE has developed policies and solid positions
on a range of ESG issues and these efforts are
detailed in the following pages. We recognise
this is a rapidly evolving landscape and there is
much to do. So, we are embarking on a journey
that will see us reduce the negative impacts
of our operations and bolster the positive
contribution we make to society.
Over the coming months, we are embarking
on the next stages of our ESG journey and
welcome feedback and participation from
our stakeholders. This work will result in the
development of a robust and transparent
ESG framework underpinned by commitments
and actions, and we look forward to
sharing our progress in future reporting
and communications.
People and culture
Proudly inclusive, we believe we are an employer
of choice across all the sectors in which we
operate, continuing to attract and retain the
best diversity of talent. Our IVE Care program is
focused on ensuring and improving the wellbeing,
diversity and inclusion, and health and safety
of all our employees. We believe in ‘a better
you, a better workplace’ for our people and for
their families.
The impacts and challenges of the pandemic
continued throughout FY21, and we wanted
to acknowledge the fantastic efforts and
contribution of all of our employees in successfully
meeting these impacts and challenges.
The business has maintained a resolute focus
on keeping our employees and their families
safe, and our employees have been fantastic
38
in this regard. Whether it was through working
from home as required, social distancing,
mask wearing or applying additional hygiene
measures, every employee has been fantastic
in helping us maintain a safe and healthy
workplace across all sites.
The business has also maintained a close focus
on workload impacts across FY21 due to the
pandemic. Again, our employees have been
fantastic in their co-operation to assist the
business to successfully meet these challenges.
In particular, we have seen great co-operation
from employees in assisting with leave taking
from time to time, and especially so in Q1
when the impacts of the pandemic were most
strongly felt.
IVE Group Limited 39
Annual Report 2021 Environmental, social and
corporate governance – continued
Diversity
& Inclusion
We come from many different nationalities,
backgrounds, experiences and lines of work. Our rich
diversity is at the centre of our success, and at the
heart of our evolution as Australia’s leading holistic
marketing company.
An inclusive working environment that embraces our unique differences and
diverse perspectives, brings greater creativity and innovation, leads to higher
wellbeing, productivity and engagement, and importantly, enables us to better
reflect and relate to our customers. Diversity & Inclusion benefits us all. IVE is
committed to ensuring diversity and inclusion permeate all areas and levels of
our business, with every individual feeling included, safe and supported to express
themselves authentically.
In recognition and support of this, we have established IVE’s Diversity & Inclusion
Program, reinforcing our commitment to growing a diverse and inclusive
organisational culture encompassing and benefiting all employees. For
additional information about IVE’s Diversity & Inclusion Program or to express
your interest in contributing and supporting upcoming diversity and inclusion
events and initiatives, please contact your manager or alternatively you may
forward your feedback to hr@ivegroup.com.au.
> Gender equality and inclusion
> Cultural and linguistic diversity
> Intergenerational and mature age
> Aboriginal and Torres Strait Islander Australians
> LGBTI
> Disability
16
D
i
v
e
r
s
i
t
y
&
I
n
c
l
u
s
i
o
n
.
We are exceptionally proud of our people. Our IVE
Care program aims to help our people, through
recognition and support, to achieve their personal
and professional goals. Designed to create an
environment that embraces our diverse workforce,
our employee wellbeing program provides our
1,600+ employees access to a wide range of
benefits, including:
Health and wellbeing
Our Employee Assistance Program (EAP) helps
employees resolve issues and challenges
arising in the workplace or in their personal life
in a positive way. The EAP provides access to
independent, confidential counselling and advice
from qualified and experienced psychologists,
and allied health professionals. IVE also provides
periodic onsite health assessments to help
employees understand and increase awareness
of their health.
Education, information programmes and health
and wellbeing campaigns are also made
available to assist employees in making changes
for a healthier lifestyle. As a result of awareness
initiatives, access to our EAP has increased by
50% over the past 18 months. Flu vaccinations
were again offered across the IVE business during
FY21. The business conducted an employee
awareness initiative aligned to RUOK Day.
40
Lifestyle benefits
IVE Rewards program provides our employees
and their families the opportunity to stretch their
dollar further through significant savings at all
of their favourite retailers. Our employees spent
more than $1.3m through this program across
FY21, yielding savings of close to $80k.
Wealth and security
IVE have partnered with Bupa to provide a
corporate health insurance offer with an
employee discount on rates. In addition to
receiving competitive premiums, the cover reduces
the waiting periods for certain benefits and
provides access to the Bupa Life Skills program.
IVE has also made an additional superannuation
fund choice available to employees via a key
client partner.
Personal, family and community
Our Workplace Giving Program has been
developed to build a stronger link between IVE
Group and the community. We believe each of
us have an important role to play in the broader
community. We have designed this program
around a number of great charity partners to
provide employees with a simple and effective
way to regularly donate from their pre-tax
earnings.
IVE Group Limited
Diversity and inclusion
We come from many different nationalities,
backgrounds, experiences and lines of work.
Our rich diversity is at the centre of our success,
and at the heart of our evolution as Australia’s
leading holistic marketing company.
An inclusive working environment that embraces
our unique differences and diverse perspectives,
brings greater creativity and innovation, leads to
higher wellbeing, productivity and engagement,
and importantly, enables us to better reflect and
relate to our customers.
IVE Group is committed to ensuring diversity and
inclusion permeates all areas and levels of our
business, with every individual feeling included,
safe and supported to express themselves
authentically. In recognition and support of this,
we have established IVE’s Diversity and Inclusion
Program, reinforcing our commitment to growing
a diverse and inclusive organisational culture
encompassing and benefiting all employees.
Our Diversity and Inclusion program identifies six
key areas of focus:
> Gender equality and inclusion
> Cultural and linguistic diversity
> Intergenerational and mature age
> Aboriginal and Torres Strait Islander
Australians
> LGBTIQ (lesbian, gay, bisexual,
trans/transgender, intersex, queer)
> Disability
In FY20 we ran employee events related to both
Pride Week and International Women’s Day and
we again partnered with the Australian Network
on Disability to participate in their ‘Stepping Into’
internship program.
Workplace health and safety
(WH&S)
IVE Group is committed to providing a healthy
and safe workplace for all of our employees,
contractors, visitors and suppliers, through our
‘IVE Care’ program.
IVE Care embeds WH&S principles into everything
that we do. Our WH&S commitments include:
> Engagement programs to ensure that our
people are involved in identifying, and enabling
the solutions to WHS risks.
> Empowering our people to make informed,
effective, risk based decisions through
education, instruction and continual
improvement models.
> Using innovation and continual improvement
pathways to consistently improve WHS
performance.
> Always seeking to set industry best
approaches to critical risk management.
> Achievement of our objectives, targets and
actions through evidence-based decision-
making.
> Planning, implementation and evaluation of
all activities for operational excellence.
> Education through information, instruction,
data and analytics.
We have a dedicated, full-time team continually
enhancing our WH&S processes and amplifying
awareness to ensure all of our people, across
all of our locations, experience the best work
conditions possible.
In FY21 IVE continued to build on engagement
with employees with the underlying goal of
shifting our people’s relationship with workplace
health and safety from the transactional and
compliance based towards an empowerment
relationship where people are encouraged and
supported to use informed judgement and sound
risk management techniques.
In FY21, this was continued through the launch
of the ‘Who are you staying safe for’ campaign –
utilising IVE personnel to tell their stories across
the business to personalise the safety message.
Sustainability and risk
management
As the expectations on corporate responsibility
increase, and as transparency becomes more
prevalent, IVE recognises the need to act on
sustainability and is committed to engaging and
collaborating with our clients and investors to
provide an ethical and sustainable partnership.
Modern slavery involves the exploitation of
human beings, and is completely unacceptable.
IVE recognises that we have a responsibility to
41
Annual Report 2021 Environmental, social and
corporate governance – continued
improve our understanding and mitigate the risks
of it occurring within our operations and supply
chains and have implemented controls to ensure
the integrity of our suppliers.
Through the ongoing assessment of our quality,
information security, ethical and environmental
practices, IVE continues to focus on being
a responsible business that values what’s
important to our customers. IVE’s accreditations
continue to make us a preferred partner for many
of our customers.
Quality assurance
FS 729422
IVE understands the importance
of quality management and has
maintained certification to ISO
9001 in Quality Management for 20 years. This
commitment to quality ensures we can provide
superior products and services to our customers,
measured in terms of performance, reliability and
durability and returned in customer satisfaction
and loyalty. We regularly receive positive and
welcomed feedback from our clients and strive to
continue to provide this level of excellence from
marketing technology through to production
and distribution.
Ethical sourcing and environmental
management
IVE Group continues to deliver a
number of processes to ensure that
we have a focus on improved sustainability and
the ongoing protection of the environments that
we source from, work in and supply.
IVE expects all our suppliers (companies and
individuals who conduct business with any
IVE Group business unit) to adhere to the same
ethical values we uphold and as such has put
in place controls to ensure that every supplier is
assessed, complies to our values and standards,
and meets and exceeds our delivery expectations.
Through the blending of our best practices and
our socially responsible supply base, we are able
to achieve the optimal levels of cost efficiency,
product/service effectiveness and product safety
in a sustainable, inclusive and socially ethical
manner.
IVE are active members of Supplier Ethical
Data Exchange (SEDEX). Supplier membership
is highly regarded, and allows IVE to assess risk
relating to labour standards, health and safety,
environmental impact and provide supply chain
visibility. We understand that ensuring good
business practices is important to our clients, our
employees, our shareholders and we support the
introduction of the Australian Modern Slavery
Act 2018.
We continue to hold accreditation with the
Programme for the Endorsement of Forest
Certification® (PEFC), which tracks forest-based
products from sustainable sources to the final
product. It demonstrates close monitoring of each
step of the supply chain through independent
auditing to ensure that unsustainable sources
are excluded.
Additionally, certification of our fibre, paper
and fibre-based product supply chains to Forest
Stewardship Council® standards assure they
42
IVE Group Limited are free from any direct or indirect involvement
in activities that violate traditional and human
rights in forestry operations, as required by
the International Labour Organization (ILO)
Convention 169.4.
Our outstanding credentials include ISO 14001
Environment certification and our focus
remains on delivering our promise of continual
improvement by establishing sustainability
targets that reflect our commitment to our
customers and the communities we work in.
Paper
As the largest printer in Australia, IVE is a
significant user of paper from sustainably
managed forests. These sustainably run forests
help prevent the land being sold and lost to
non-forest use eg: agriculture or infrastructure
development.
The benefits of ‘forest land’ include prevention
of soil erosion, improved water quality – fighting
salinity, providing habitat for native birds and
wildlife and reducing the use of fertiliser and
chemicals. Forests are also an important source
of CO2 capture, acting as a ‘carbon sink’ – taking
more carbon dioxide out of the atmosphere than
they produce.
The industry is a leading recycler as 87% of paper
is recovered for recycling in Australia, a substantial
increase from 28% in 1990. [Specifically 77% of
catalogues are recycled (Australasian Catalogue
Association 2014)*]. Recycling complements the
need for virgin wood fibre, further supporting
the growth in fibre based packaging as an
environmentally sustainable alternative to plastic.
Around 70% of our paper requirement is sourced
offshore as the Australian paper we use is quite
specific in nature. We source paper from North
America, Finland, Sweden, Germany, South Korea
and China.
Though we have seen a proliferation of electronic
screens across society, findings conclude that
74% of consumers prefer to read from paper than
from screens and 71% enjoy the tactile nature of
paper. Consumers also fundamentally believe
that when sourced from sustainably managed
forests, paper and print remain a sustainable
way to communicate.
Source: “The Attractiveness and Sustainability of
Paper and Print” – Two Sides survey July 2016
Data security
IVE invests over $2 million dollars
annually to ensure we maintain
best in class data security
certifications such as ISO 27001, PCI DSS (RoA)
and IRAP, all of which are complex and provide a
mature information security profile that supports
our customer’s obligations and commitment to
protecting their customers’ data.
In 2021, IVE completed a group wide full
infrastructure upgrade which demonstrates
our commitment to continual investment and
improvement in the confidentiality, integrity and
availability of our information systems and the
future growth of our business.
Over the past 12-24 months IVE Group has
invested significantly in enterprise grade
software and hardware to advance our maturity
in protecting the business from cyber security
risks. We also have several key initiatives
underway to uplift our capabilities through
endpoint, email and internet protection.
We believe that IVE leads the way in providing
robust and technologically advanced systems,
with the highest security requirements giving our
customers the assurance they require.
Risk Management Framework
The purpose of the Risk Management Framework
is to provide a mechanism for IVE to identify
opportunities and challenges that could impact
the business, understand the risk appetite, and
ensure appropriate mitigations are in place.
Together with the senior executives, the Risk
Register is reviewed on a quarterly basis to
ensure that risk mitigation is in place for all
identified risks, and includes recent events such
as COVID-19, and economic impacts affecting
sales and client demand and supply volatility.
In the last review conducted in May 2021, the
following key risks were identified as being
the most relevant to the business achieving its
operational and financial targets:
43
Annual Report 2021 Environmental, social and
corporate governance – continued
Key Risk
Description
Risk Appetite
Mitigation
Pandemic
Failure to respond
and recover from the
effects of the COVID-19
pandemic resulting
in the potential
loss of employee
health, suppliers and
customers.
Environment
External
macro-
economic
factors
Environmental, Social,
and Governance (ESG)
Environmental damage
and impact caused
by IVE's operations,
for example emissions
or discharges to land
and water and to
adequately report on
environmental and
social damage.
Pressure from investors
due to lack of
disclosure and policy to
support ESG.
Reduced general
economic conditions
across Australia, lower
employment levels
and deterioration in
consumer confidence
may reduce demand
for marketing and
communications
services and products.
Competition
Increased competitive
behaviour in various
market segments.
IVE will take a balanced
approach to the risks
associated with changes in the
macro environment. The level
of risk taken will be planned
for each risk event. This will be
measured by monitoring:
> Manage work from home for
employees wherever possible/
monitor employee’s health,
additional cleaning at sites,
provide hand sanitiser and
temperature checks, split shifts
> Pandemic/Business Continuity
> employee health,
> the revenue to budget in
customer sectors,
> increased debtor days,
forward bookings; and
> economic indicators.
IVE will take a balanced
approach to the risks
associated with climate
change. The level of risk taken
will be planned for each risk
event. This will be measured
by monitoring of production
downtime due to climate
change events, Government
reporting on environment/
emissions and ASX disclosures.
IVE will take a balanced
approach to the risks
associated with changes in the
macro environment. The level
of risk taken will be planned
for each risk event. This will be
measured by monitoring:
> the revenue to budget in
customer sectors,
> increased debtor days’
forward bookings; and
> economic indicators.
IVE will take risks in response to
competition and the competitive
environment that represents
value for money in the returns
obtained for the risk taken. This
will be measured through:
> pricing and margin
pressures,
> talent and client retention;
and
> competitor mergers
or failures.
Plans (BCP), identification of Key
Customers/Suppliers/Staff and
Functions, site redundancy, staff
stand downs, revenue and cost
forecast management
> Essential service support for
clients/supply chain mitigation
> IVE COVID-19 Site Safety
Procedure
> BCP and DRP plans, site
redundancy, staff stand downs,
revenue, and cost forecast
management
> Government and ASX disclosures
and reporting
> ISO 14001 certification
> Appropriate and up to date
certification for all suppliers
> Ongoing gathering of
accreditations for IVE's responses
to RFPs
> Due Diligence on suppliers
> Use of bigger, reputable suppliers
> Monitor pricing in the market
> Continuous engagement with
customers
> Driving consistent and
high-level customer service
> Ensure flexibility in operating
model across multiple sites
> Monitor pricing in the market
> Continuous engagement with
customers
> Driving consistent and
high-level customer service
> Participate in industry
consolidation if the opportunity
meets appropriate risk and return
parameters
44
IVE Group Limited Key Risk
Description
Risk Appetite
Mitigation
IT, Systems
& Security
Cybersecurity
Failure to protect
the business from
ransomware, phishing,
data leakage, hacking
or insider threat.
IVE has no appetite and will
avoid all risk events associated
with Cybersecurity risk. This
will be measured by data
breaches or incidents, client
audit failures or negative
public relations.
Supply
Chain
Supply Chain
Volatility
Disruption to the
availability of key
inputs and/or
sustained price
increases.*
IVE will execute caution when
working with suppliers of
key inputs. There is low risk
appetite for non-supply or cost
increases. This is measured
by lead times, cost increases
and supplier noncompliance
with SLAs.
> ISO 27001 certified
> External Penetration Testing
conducted annually
> Quarterly Vulnerability Scans
> Restricted Firewalls
> Appropriate level of Cyber
Information Security Policies
> Improved technologies and
software
> Inputs readily available through
multitude of suppliers
> Ability to pass costs on to
customers
> Plan production in advance
> Use of larger, reputable suppliers
> Sourcing from alternative
countries to avoid regional
tensions in South East Asia
Climate risks
Risks elevated within the risk register included
the effects of climate change and the impact
on the supply chain through the past year, with
Australia experiencing bushfires and floods, and
more recently a pandemic.
IVE’s business portfolio is diverse and is supported
by a portfolio of relatively fixed, long life assets
across a number of locations. This diversity of
portfolio strongly positions the Company to
mitigate and manage its exposure to physical
climate risks and to maximise the business
opportunities it may present.
IVE’s major supply chains are also diversified
across multiple regions – especially our paper
supplies which are drawn from multiple
destinations in Europe, Asia, the United States
and locally in Australia.
It is IVE’s intention to further analyse the
potential for climate change risk and the
impacts of such risks, as well as regulation and
legislation developments, known as ‘transition
risks’ specifically related to climate change, as
part of our regular Risk Review. This analysis
would include the environmental factors such as
water and energy usage, supply chain diversity,
transportation and physical risks which form
part of our current certifications in Environment,
Quality and Information Security and any
transition risks that may affect IVE’s business
or suppliers.
Additional information
IVE Group Ltd
Level 3, 35 Clarence Street
Sydney NSW 2000
For further information contact:
Geoff Selig
Executive Chairman
+ 61 2 9089 8550
Darren Dunkley
Chief Financial Officer
+ 61 2 8020 4400
45
Annual Report 2021 Directors’ report
for the year ended 30 June 2021
4646
IVE Group Limited Operating and financial review
The profit after tax of the Group for the year ended
30 June 2021 was $29,481 thousand (2020: loss after
tax of $20,189 thousand). A review of operations and
results of the Group for the year ended 30 June 2021
are set out in the Operating and Financial Review,
which forms part of the Annual Financial Report.
Dividends
The directors have declared a final dividend of 7.0
Australian cents per share, fully franked, to be paid
on 14 October 2021 to shareholders on the register at
15 September 2021.
Total dividends of $10,282 thousand were declared
and paid by the Company to members during the
2021 financial year. Further details on dividends are
included in Note 21 of the Financial Report.
Significant changes in the state
of affairs
In the opinion of the directors there were no other
significant changes in the state of affairs of the
Group that occurred during the financial year
under review.
The directors present their report together
with the consolidated financial statements of
the Group comprising of IVE Group Limited (the
Company), and its subsidiaries (the Group) for
the financial year ended 30 June 2021 and the
auditor’s report thereon.
Principal activities
The principal activities of the Group during the
course of the financial year were:
> Conceptual and creative design across print,
mobile and interactive media;
> Printing and distribution of catalogues,
magazines, marketing and corporate
communications materials and stationery;
> Manufacturing of point of sale display material
and large format banners for retail applications;
> Personalised communications including
marketing automation, marketing mail,
publication mail, eCommunications, multi-
channel solutions, and call centre services;
> Data analytics, customer experience strategy,
and CRM; and
> Outsourced communications solutions for
large organisations including development of
customised multi-channel management models
covering creative and digital services, supply
chain optimisation, inventory management,
warehousing and logistics.
The Group services all major industry sectors in
Australia including financial services, publishing,
retail, communications, property, clubs and
associations, not-for-profit, utilities, manufacturing,
education and government.
47
Annual Report 2021 Directors’ report – continued
Information on Directors
The directors of the Company at any time during or since the end of the financial year are:
Director
Experience, special responsibilities and other directorships
Geoff Bruce Selig
Executive Chairman
Appointed:
10 June 2015
Gavin Terence Bell
Independent
Non-Executive Director
Appointed:
25 November 2015
Geoff has over 30 years' experience in the marketing communications sector. Geoff
was managing director of IVE Group prior to moving into the role of executive
chairman following the Company’s listing on the ASX in December 2015.
Geoff is a director of Caxton Group and Caxton Print Holdings, and also sits on the
board of The Lysicrates Foundation. He was the State President of the NSW Liberal
Party from 2005-8.
Geoff holds a Bachelor of Economics from Macquarie University and is a member
of the Australian Institute of Company Directors.
Gavin is an experienced director, executive and lawyer. Gavin is currently a director
of Smartgroup Corporation Limited (ASX: SIQ). Prior to becoming a director, Gavin
was the CEO of global law firm Herbert Smith Freehills. He was a partner in the
firm for 25 years.
Gavin holds a Bachelor of Laws from the University of Sydney and a Master of
Business Administration from the AGSM, University of New South Wales.
Committee: Chair of the Nomination & Remuneration Committee and Member of
the Audit, Risk & Compliance Committee.
Carole Louise
Campbell
Independent,
Non-Executive Director
Appointed:
21 November 2018
Ceased:
24 November 2020
Carole Campbell is a professional company director with more than 30 years’
experience across a diverse range of industries including professional services,
financial services, media, mining and industrial services.
Carole commenced her career with KPMG and has held executive roles with
Macquarie Group, Westpac Institutional Bank, Seven West Media, Bis Industries
and Merivale.
Carole is a Non-Executive Director and Chair of Audit Committee of FlexiGroup
Limited (ASX: FXL) and Deputy Chair of Council and Chair of the Finance, Audit
and Risk Management Committee of the Australian Film Television and Radio
School. She is also a Non-Executive Director of The Sydney Film Festival.
Sandra Margaret
Hook
Independent
Non-Executive Director
Appointed:
1 June 2016
Carole is a Fellow of Chartered Accountants Australia and New Zealand (FCA)
and a Graduate Member of the Australian Institute of Company Directors (GAICD).
Committee: Chair of the Audit, Risk & Compliance Committee.
Sandra has over 25 years’ experience in sales and marketing, building and leading
commercially successful businesses, driving growth and leading change. She has a
track record in delivering brand and portfolio strategies, transitioning traditional
organisations in rapidly evolving environments and brings a strong focus on
customer-centric growth and digital transformation at Board level.
Sandra was formerly Managing Director and CEO of NewsLifeMedia, a division
of News Limited; CEO of News Magazines, and held various senior executive roles
with Australia’s largest media companies including News Limited, Foxtel, Federal
Publishing Company, Murdoch Magazines and Fairfax.
Sandra is currently a non-executive director of MedAdvisor Limited (ASX: MDR),
Redhill Education (ASX: RDH), Sydney Fish Market Limited and CRC Fight Food
Waste. She is also a Trustee of the Sydney Harbour Federation Trust.
Committees: Member of the Nomination & Remuneration Committee.
48
IVE Group Limited Director
Experience, special responsibilities and other directorships
Paul Stephen Selig
Executive Director
Appointed:
10 June 2015
Paul’s career commenced in banking and treasury management before moving
into the print and marketing communications sector over 25 years ago. He has
been a director of the Company since 2012, and appointed to IVE Group Limited on
its incorporation in 2015. Paul is an experienced director and investor having run the
Caxton Group family office for over 15 years.
James Scott Charles
Todd
Independent
Non-Executive Director
Appointed:
10 June 2015
Paul is also a director of Caxton Group, Caxton Print Holdings and Caxton
Property Developments. He holds a Bachelor of Economics (Hons) from
Macquarie University.
James is an experienced company director, corporate adviser and investor. He
commenced his career in investment banking and has taken active roles in a range
of private and public companies. He was until recently Managing Director of
Wolseley Private Equity, an independent private equity firm he co-founded in 1999.
James is also a Non-Executive Director of three other ASX listed companies, HRL
Holdings Limited (ASX: HRL), Coventry Group Limited (ASX: CYG) and Bapcor
Limited (ASX: BAP).
James holds a Bachelor of Commerce and a Bachelor of Laws from the University
of New South Wales, and a Graduate Diploma of Applied Finance from the
Financial Services Institute of Australasia (FINSIA), where he is a Fellow. He is also
a member of the Australian Institute of Company Directors.
Committees: Member of the Audit, Risk & Compliance Committee and Nomination
& Remuneration Committee.
Catherine
Ann Aston
Independent,
Non-Executive Director
Appointed:
15 December 2020
Cathy is an internationally experienced executive and non-executive director
across a diverse range of sectors including telecommunications, digital,
government and financial services. She has a broad commercial background with
senior roles including CEO, CFO, marketing, strategy and digital business.
Cathy is currently a director of Macquarie Investment Management Ltd, IMB Bank
Ltd (Chair, Risk Committee) and Over The Wire Ltd (ASX: OTW; Chair, Audit and
Risk Committee).
Cathy holds a Bachelor of Economics from Macquarie University and a Master
of Commerce from the University of NSW. She is a Senior Fellow of the Financial
Services Institute of Australasia and a graduate of the Australian Institute of
Company Directors.
Committees: Chair of the Audit, Risk and Compliance Committee, Member of the
Nomination and Remuneration Committee.
49
Annual Report 2021 Directors’ report – continued
Company Secretaries
Naomi Dolmatoff
Sarah Prince
Sarah was appointed as joint Company Secretary
on 25 November 2020. Sarah is an experienced
Company Secretary and has worked with ASX-
listed entities in the biotech, technology, managed
funds, legal and mining and resources industries.
Sarah holds a Bachelor of Arts, Bachelor of Laws
and a Graduate Diploma of Applied Corporate
Governance. Sarah is a member of The Governance
Institute of Australia and is admitted as a Solicitor
of the Supreme Court of New South Wales.
Darren Dunkley
Darren has been the Chief Financial Officer (CFO)
of the Group since 2012, and has been with IVE for
over 15 years. He has over 25 years of experience
with a range of blue chip companies including Sharp
Corporation, ANZ Banking Group Ltd and Nashua
Australia. Darren has a Bachelor of Commerce
majoring in Accounting and is a CPA.
Naomi was appointed as joint Company
Secretary on 26 March 2019 and resigned effective
25 November 2020. Naomi is an experienced
Company Secretary and has worked with ASX-
listed entities in the financial services, technology,
telecommunications and mining and resources
industries. Naomi holds a Bachelor of Commerce
(Finance) with distinction and a Graduate
Diploma in Applied Corporate Governance.
Naomi is also an Associate of both the Governance
Institute of Australia and the Chartered Governance
Institute (UK).
Directors’ interests and benefits
The relevant interests of each director in the shares
of the Company as at the date of this report are
disclosed in the Remuneration Report (on page 68).
Meetings of Directors
The number of directors’ meetings (including meetings of committees of directors) and number of meetings
attended by each of the directors of the Company during the financial year are:
Board
Audit, Risk &
Compliance
Committee (ARCC)
Nominations &
Remuneration
Committee (NRC)
Other
Committees
Eligible Attended Eligible Attended Eligible Attended Eligible Attended
Geoff Selig
Gavin Bell
Sandra Hook
Paul Selig
James Todd
Carole Campbell*
Catherine Aston**
17
17
17
17
17
7
7
17
16
17
17
16
7
7
-
4
-
-
4
1
2
-
4
-
-
4
1
2
-
5
5
-
5
-
-
-
5
5
-
5
-
-
* Carole Campbell resigned as a director of the Company on 24 November 2020.
** Catherine Aston was appointed as a director of the Company on 15 December 2020.
2
-
-
-
-
1
1
2
-
-
-
-
1
1
50
IVE Group Limited Environmental regulation
The Group's operation is not subject to any
significant environmental regulations under either
Commonwealth or State legislation. However,
the Board believes that the Group has adequate
systems in place for the management of its
environmental requirements and is not aware of any
breach of those environmental requirements as they
may apply to the Group during the period covered
by this report.
Events subsequent to
reporting date
Aside from below, there has not arisen in the interval
between the end of the financial year and the date
of this report any item, transaction or event of a
material and unusual nature likely, in the opinion of
the directors of the Company, to affect significantly
the operations of the Group, the results of those
operations, or the state of affairs of the Group, in
future financial years.
On 6 August 2021, the Group voluntarily repaid
$50,000 thousand, and cancelled $35,000 thousand
of the available facility. The Group also terminated
an interest rate swap hedge entered earlier in
the year.
Likely developments
Information about likely developments in the
operations of the Group and the expected results
of those operations in future financial years has
not been included in this report because disclosure
of the information would be likely to result in
unreasonable prejudice to the Group.
Indemnification and insurance of officers
During the financial year, the Group paid a premium
insuring the directors of the Group, the Company
secretaries, and executive officers to the extent
permitted by the Corporations Act 2001.
The Group indemnified its directors and company
secretaries to the extent permitted by law against a
liability incurred.
Indemnification and insurance of auditor
During or since the end of the financial year the
Group has not indemnified or made a relevant
agreement to indemnify the auditor of the Group
against a liability incurred as the auditor. In
addition, the Group has not paid, or agreed to pay,
a premium in respect of a contract insuring against
a liability incurred by the auditor.
Insurance premiums
During the financial year the Company has paid
premiums in respect of directors’ and officers’
liability insurance contracts for the year ended
30 June 2021. In addition, since the financial year,
the Company paid or agreed to pay premiums in
respect of such insurance contracts for the year
ending 30 June 2022. Such insurance contracts
insure against certain liability (subject to specific
exclusions) for persons who are or have been
directors or executive officers of the Company.
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 insurance contracts, as such
disclosure is prohibited under the terms of the
contract.
51
Annual Report 2021 Directors’ report – continued
Remuneration Report (Audited)
Introduction
This Remuneration Report (Report), which has been
audited, describes the Key Management Personnel
(KMP) remuneration arrangements for the 12 months
ended 30 June 2021 for IVE Group, in accordance
with the Corporations Act 2001 (Cth) (Corporations
Act) and its regulations.
The Report is designed to provide shareholders
with an understanding of IVE Group’s remuneration
philosophy and the link between this philosophy
and IVE Group’s strategy and performance.
The Board is committed to having remuneration
policies and practices which are designed to
ensure remuneration is equitable, competitive and
reasonable to attract and retain key talent who
are critical to IVE Group’s business success, align
with long-term interests of the Company and its
shareholders, and to ensure that any incentives
do not reward conduct that is contrary to the
Company’s values or risk appetite. IVE Group will
align remuneration to strategies and business
objectives and provide a balance between fixed
and variable rewards to ensure that rewards are
given for performance. Remuneration structures are
designed to be transparent to employees and other
stakeholders and easily understood. In addition,
the remuneration framework is designed to be
acceptable to shareholders by being consistent
with market practice and creating value for
shareholders.
The 2021 financial year (FY21) saw the continuation
of the economic, social and health impacts
of the COVID-19 pandemic. Our shareholders,
employees and clients continued to be impacted
and market conditions remained very challenging.
In this context, the financial and non-financial
performance of the Company during 2021
was strong.
The Company was well positioned at the
commencement of the pandemic. The changes we
implemented during 2020 and 2021 further helped
us to address the pandemic. We were also very well
served by the outstanding leadership shown by the
leadership team.
The Board is mindful that the unprecedented impact
of COVID-19 has affected IVE Group’s people in
many different ways and are extremely proud of the
manner in which its people rose to the challenges
presented to continue to focus on delivering
excellent service and products to its customers.
In recognition, all staff, other than the Directors,
52
will be offered 500 shares in IVE Group for nil
consideration following the release of this Annual
Report. These shares are being offered in recognition
of staff efforts and sacrifices during the COVID-19
pandemic.
No changes were made to the overall KMP
remuneration framework for FY21. The potential
STIP payments to the Chief Executive Officer (CEO)
and Chief Financial Officer (CFO) were increased
to $300,000 and $180,000 respectively to better
reflect market remuneration and to increase the
proportion of performance related remuneration.
These changes were consistent with external
benchmarking undertaken during FY20. No other
change was made to the remuneration package of
any other KMP and none is proposed for FY22.
The performance of the Company and the
leadership shown by the leadership team is
reflected in the remuneration outcomes for FY21.
The Company achieved an EBITDA result of
$100.2M on an underlying basis including JobKeeper
and post AASB 16. This resulted in the target for
the payment of the key financial component of
the Short Term Incentive (STI) being achieved.
The majority of the non-financial performance
measures were also satisfied. This included
measures and targets including but not limited to
WHS, net working capital and various strategic
business initiatives.
The STI outcomes for the Executive Chair, CEO and
CFO ranged from 85% to 90%. Further details of
payments and the STI’s are provided later in this
Report.
The 2018 Long Term Incentive (LTI) grant reached
the end of its three-year vesting period on 30 June
2021. None of the relevant rights vested as the TSR
and EPS performance conditions were not met. The
EPS condition, in particular, was heavily influenced
by the impact of the pandemic across the last two
years of the vesting period.
At the 2020 Annual General Meeting, only 41.9%
of the shares on issue were cast in relation to the
adoption of the Remuneration Report for the year
ended 30 June 2020. Of those votes cast, 57.70%
voted in favour of adoption of the Remuneration
Report and 42.30% of votes cast voted against the
resolution. The votes cast against the resolution
represented only 17.7% of the total share register.
However, as more than 25% of the votes cast voted
against the resolution, the vote constitutes a ‘first
strike’ for the purposes of the Corporations Act.
IVE Group Limited We have consulted with both investors and
proxy advisors to understand their views on the
Remuneration Report. Representatives of the
majority of the shares which were voted against
adoption have informed us that the reasons they
voted against adoption were not primarily related
to the Remuneration Report. We did however
receive some feedback from a limited number of
shareholders and proxy advisors in relation to the
Remuneration Report. Key aspects of this feedback
and the actions we propose to take in response
are set out below. This needs to be considered in
the context of the majority of voting shareholders
having voted in favour of the adoption of the
Remuneration Report.
The Board will continue to review the effectiveness
of the Company’s remuneration practices and to
ensure they are appropriately benchmarked and
they align with strategic performance objectives,
to appropriately rewards its executives and deliver
shareholder value.
The Board considers that the members of the
Nomination and Remuneration Committee (NRC)
possess the necessary expertise and independence
to fulfil their responsibilities and are able to access
independent experts in remuneration for advice
should this be required. The governance processes in
relation to remuneration are working effectively and
the Board trusts that shareholders find this Report
useful and informative.
As outlined in the Operating and Financial Review,
the FY21 financial performance was impacted by
the unprecedented global COVID-19 pandemic.
This is in the context of a competitive market and
challenging macro-economic environment. The
Board believes that the remuneration outcomes for
the Executive KMP for the 2021 financial year reflect
this and satisfy the goals of the remuneration
framework.
The remuneration report contains the following
sections:
> Introduction
> Persons covered by this Report
> Overview of the remuneration framework for
Executive KMPs
> Linking reward and performance
> Grant of Performance Share Rights and the Long
Term Incentive Plan
> Non-Executive Director remuneration framework
> Contractual arrangements with Executive KMPs
> Details of remuneration for KMPs
> Rights Granted to Executive KMP
> Directors and Executive KMP shareholdings in IVE
Group Limited
> Other statutory disclosures
Issue raised
Response
Remuneration
element
Remuneration
quantum
Senior executive and director
remuneration is high relative to
EPS growth
Remuneration reductions in FY20 should
have been higher
The specific performance conditions for
the STI should be disclosed
The EPS growth performance condition
for the LTI is not sufficiently challenging
STI
LTI
Executive remuneration has been
externally benchmarked and is market
based and there has only been one
increase to director fees since the
Company listed in 2015 (some feedback
incorrectly suggested there had been two
increases). The Board feels remuneration
levels are appropriate for the size and
complexity of the Company.
The reductions were significant and
voluntary and the Board feels they were
appropriate in the circumstances.
The STI was suspended in FY20 and no
payments were made. The performance
conditions for the FY21 STI are included in
this Report.
The Board feels that the performance
condition is appropriate in the context
of the current challenging market
conditions.
53
Annual Report 2021 Directors’ report – continued
Who this report covers
This report covers Non-Executive Directors and Executive KMPs (collectively KMP) and includes:
Non-Executive Directors
Gavin Bell
Carole Campbell
Sandra Hook
James Todd
Catherine (Cathy) Aston
Role
Independent Non-Executive Director
Independent Non-Executive Director
(resigned 24 November 2020)
Independent Non-Executive Director
Independent Non-Executive Director
Independent Non-Executive Director
(appointed 15 December 2020)
Executive Key Management Personnel
Geoff Selig
Paul Selig
Matthew (Matt) Aitken
Darren Dunkley
Executive Chairman
Executive Director
Chief Executive Officer
Chief Financial Officer & Company Secretary
Overview of IVE Group’s remuneration
framework for Executive KMP
The objective of IVE Group’s remuneration
philosophy is to ensure Executive KMP are rewarded
for business performance and retained to continue
to grow the business. The objectives underpinning
the remuneration philosophy are that remuneration
will:
> Be competitive and reasonable to attract and
retain key talent;
> Align to IVE Group’s strategies and business
objectives;
> Provide a balance between fixed and variable
rewards;
> Be transparent and easily understood; and
> Be acceptable to shareholders.
A key factor in IVE Group’s business success will be
being able to attract and retain key talent and
the remuneration framework has been designed to
enable this.
Governance
IVE Group has established the NRC whose role
is to assist the Board with its remuneration
responsibilities, including reviewing and
recommending to the Board for approval,
arrangements for executives, Executive Directors
and Non-Executive Directors. The NRC has three
members, all of whom are independent, including an
independent committee chair. The members of the
NRC have appropriate qualifications and experience
to enable the NRC to fulfil its role.
In addition, the Board has appointed Gavin Bell as
the Lead Independent Director to fulfil the role of
chair whenever the Executive Chairman is conflicted
and to assist in reviewing the Executive Chairman’s
performance as part of the Board performance
evaluation process.
External remuneration consultants
The Terms of Reference for the NRC requires
that any remuneration consultants engaged be
appointed by the NRC. No remuneration consultants
were engaged in FY21.
Any advice that may be received from remuneration
consultants in future will be carefully considered by
the NRC to ensure it is given free of undue influence
by IVE Group executives.
54
IVE Group Limited Structure of Remuneration
The remuneration framework for Executive KMP
includes both fixed and performance-based pay.
Fixed remuneration
Fixed remuneration is set using a combination
of historical levels and sector comparisons.
Fixed remuneration includes base pay, statutory
contributions for superannuation and non-
monetary benefits. Paying Executive KMP the right
fixed remuneration is a key tool in attracting and
retaining the best talent.
The NRC reviews the fixed remuneration of Executive
KMP on an annual basis. No change was made to
the fixed remuneration of any of the Executive KMP
during FY21. In addition, the NRC has determined
that fixed remuneration for FY22 will stay the same
with no increases to be made. This does not include
the temporary fixed remuneration salary reduction
ranging between 25% – 50% applying to the three
months ended 30 June 2020 agreed to by the
Executive KMP and Directors.
Fixed remuneration is the major component of
the Executive Chairman’s remuneration. Through
his family arrangements, he has an interest in a
substantial shareholding in the Company. This
provides significant alignment with shareholders’
experience.
Short Term Incentive (STI)
The NRC reviews the achievement of STI targets at
the end of each year and sets STI targets for the
following year. The STI is the main tool for rewarding
the current year’s performance of the business.
In FY21, Executive KMP (excluding Paul Selig) were
eligible to receive an STI payment of between 21%
and 48% of fixed remuneration. The STI is a cash
incentive payment and full payment is conditional
on achievement of the following:
> The key financial performance target for the
Group, specifically, pro-forma Earnings before
Interest, Tax, Depreciation and Amortisation
(EBITDA) for the year in review;
> Group level Workplace Health and Safety targets
for the year in review;
> Individual financial and non-financial
performance targets relevant to the individual
Executive KMP which includes strategic and other
measurements. Individual measurements vary
depending on the nature and specific strategic
areas attributable to the Executive KMP to align
with the IVE Group’s strategic objectives.
The Board determines the STI payment for Executive
KMP by allocating a percentage weighting across
the above measures. At the end of the financial
year, the Board assesses the individual and
collective performance against the STI measures
and retains an overall discretion in relation to the
assessment of performance.
The percentage weightings across financial
and non-financial targets, and the assessed
performance achieved during FY21 for each of the
KMP to whom an STI payment was made was as
follows.
Non-financial KPIs for KMP
The non-financial performance measures for the
Executive KMP were as follows:
KMP
Group EBITDA
target
Individual
financial targets
Non-financial
targets
Total
STI
achieved
%
Target
%
Achieved
%
Target
%
Achieved
%
Target
%
Achieved
Geoff Selig
Matt Aitken
40.00
40.00
40.00
40.00
0.00
0.00
0.00
0.00
60.00
45.00
100.00
60.00
50.00
100.00
Darren Dunkley
40.00
40.00
17.00
17.00
43.00
33.00
100.00
85%
90%
90%
55
Annual Report 2021 Directors’ report – continued
> Geoff Selig, Executive Chairman
Effective leadership of the Group and Board, the
profitable divestment of IVE Telefundraising,
successful securing of the Australian Community
Media (ACM) long term contract including the
acquisition of ACM’s operation in WA, Workplace
Health and Safety targets, effective engagement
and management of key relationships in the
areas of investor relations, banking and audit.
> Matt Aitken, Chief Executive Officer
Effective leadership of the business, successful
securing of the Australian Community Media
(ACM) long term contract, Workplace Health
and Safety targets, effective oversight of retail
display/web offset/DDC MIS projects, further
refine the WHS function to lead the deployment
of the FY21 Group-wide plan, develop business
plan to enhance and amplify our Lasoo digital
catalogue aggregator business, achieve working
capital targets.
> Darren Dunkley, Chief Financial Officer
Effective leadership of Group financial oversight
and reporting, the profitable divestment of
IVE Telefundraising, successful acquisition
of ACM’s operation in WA, Workplace Health
and Safety targets, active involvement in the
implementation of retail display/web offset/
DDC/MIS projects, effective leadership of the
finance ERP scoping and implementation project,
effective engagement and management of key
relationships in the areas of investor relations,
banking and audit.
The FY21 Actual STI and FY22 maximum STI
amounts for Executive KMP are shown in the table
on page 58.
Long Term Incentive (LTI)
The Board has established an LTI Plan as outlined
in prior years’ Remuneration Reports and outlined
in the section in this Report entitled ’Share based
remuneration‘. The LTI Plan was last approved by
shareholders at IVE’s 2018 Annual General Meeting
(AGM) and will be considered for approval again
by shareholders at the 2021 AGM. The LTI Plan
is largely used to reward long-term sustainable
performance.
56
The LTI Plan facilitates the offer of Performance
Share Rights (Rights) to key executives and the
Rights vest and convert to ordinary shares on a
one-for-one basis, subject to meeting specific
performance conditions. The current performance
conditions are:
> relative total shareholder return (TSR); and
> compound annual earnings per share growth
based on NPAT (EPS) over a three-year
performance period.
The LTI Plan, including the combination of TSR and
EPS hurdles, has been designed commensurate
with IVE Group’s long-term strategic objectives so
that Executive KMP will only receive a substantial
component of LTI when there has been strong
absolute and relative performance.
The grant of Rights during FY21 to the Executive
Chairman was approved by shareholders at the
2020 AGM and the Rights to be granted to the
Executive Chairman for FY22 will be submitted for
approval by shareholders at the 2021 AGM.
The Board has the discretion to amend the future
vesting terms and performance hurdles at the
grant of each award of Rights to ensure that they
are aligned to market practice and ensure the best
outcome for IVE Group. The Board also has the
discretion to change the LTI Plan and to determine
whether LTI grants will be made in future years.
There is no-retesting of performance hurdles.
The Board makes changes to the level of LTI to grant
each year based on reviews of total remuneration
packages for executives. The NRC decided to not
increase the level of long term incentives for FY22.
They will remain in-line with the same quantum
agreed in respect of FY19, FY20 and FY21. The
NRC believe that the issue of long term equity
incentivises and aligns management’s remuneration
with shareholders’ longer term interests.
The staged approach to executive remuneration
over recent years has led to the current level
of executive remuneration which the Board
feels is appropriate in the challenging and
competitive sector in which the Group operates.
All rewards, other than fixed remuneration, are
subject to achieving the performance conditions
outlined above.
Assessment of performance
Performance of Executive KMPs is assessed against
the agreed non-financial and financial targets
on a regular basis. Based on this assessment, the
Executive Chairman will make a recommendation
to the NRC for Board approval of the amount of STI
and LTI to award (as applicable) to each KMP, other
IVE Group Limited than the Executive Chairman. Recommendations in
relation to the Executive Chairman are made by the
chair of the NRC, for Board approval.
The NRC assesses the actual performance of IVE
Group and the Executive Chairman against the
agreed targets and recommends the amount of the
STI and LTI (as applicable) to be paid for approval
by the Board.
Executive KMP remuneration – paid, vested
and targets
The table below presents the STI and LTI paid and
vested to Executive KMP during FY20 and FY21.
The FY20 STIP was suspended due to the pandemic.
Accordingly, all STIP entries for that year are $0.
Further detail on remuneration is included in the
tables at the end of this Report.
All in $
STI
LTI – Number of Rights
Geoff Selig
FY21
Maximum
200,000
Actual
170,000
Granted
384,615
FY20
200,000
0
147,058
Matt Aitken
FY21
300,000
270,000
384,615
FY20
150,000
0
147,058
Darren Dunkley
Paul Selig
FY21
FY20
FY21
FY20
180,000
162,000
288,461
80,000
0
0
0
0
0
110,294
0
0
Not applicable
Not applicable
Vested
Not applicable
(3 year vesting)
Not applicable
(3 year vesting)
Not applicable
(3 year vesting)
Not applicable
(3 year vesting)
Not applicable
(3 year vesting)
Not applicable
(3 year vesting)
Further detail on the value of the Rights granted is
included in the tables at the end of this Report.
Proportions of fixed and variable remuneration
The Board and NRC consider annually the
fixed remuneration and proportion of variable
remuneration that is dependent on performance
(‘at risk’) for each Executive KMP. The relative
proportions of fixed versus variable pay (as a
percentage of total remuneration) received by
Executive KMP during the past two financial periods
and proposed for the next financial period are
shown below. This chart shows the staged process
the NRC has undertaken to increase the proportion
of at risk remuneration.
As shown below, no changes are proposed to
Executive KMP remuneration for FY22 following the
assessment of performance, and the annual review
of fixed remuneration and STI and LTI targets.
There were also no changes during FY21 other than
increases to the FY21 STI of the CEO and the CFO
which were designed to incentivise performance in
what remains an uncertain period. The apparent
increase in fixed remuneration from FY20 to FY21
reflects the voluntary temporary reductions in
remuneration during FY20 and the promotion of
the CEO.
57
Annual Report 2021 Directors’ report – continued
All in $
Fixed Remuneration1
STI
LTI
FY20
Actual
FY21
Actual
FY22
Agreed
FY20
Actual5
FY21
Actual
FY22
Maximum
FY20
Grant2
FY21
Grant2
FY22
Grant2
Geoff
Selig
Matt
Aitken6
Darren
Dunkley
Paul
Selig4
835,566
952,000
952,000
537,864 640,000 640,000
400,971
420,000
420,000
289,794
330,000
330,000
0
0
0
0
170,000
200,000
200,000
200,000 200,0003
270,000
300,000
200,000
200,000
200,000
162,000
180,000
150,000
150,000
150,000
0
0
N/A
N/A
N/A
1 Fixed remuneration includes superannuation and excludes annual leave loading.
2 LTI grant is the $ value of the grant approved by the Board.
3 FY22 LTI grant for Geoff Selig is subject to shareholder approval.
4 Due to the specific nature of his role, Paul Selig does not participate in the LTI Plan.
5 The STI was suspended during FY20.
6 Matt Aitken was appointed CEO on 5 August 2019.
The Board uses a fair value method to determine
the value of performance rights issued under the LTI
Plan, which was last approved by shareholders in
2018. This is consistent with the required accounting
treatment of rights and the basis on which the KMP
remuneration arrangements were agreed. The Board
recognises that some stakeholders advocate the use
of the face value method to determine the value of
performance rights. A face value approach does not
take into account the risk that rights may not vest
and that the rights are not entitled to dividends. In
a year where there is no change to remuneration
arrangements, a move to a face value approach
would effectively reduce the Executive KMP’s
remuneration.
The Executive KMP’s remuneration arrangements
were agreed assuming a fair value approach. The
FY22 LTI will again use a fair valuation calculation
to determine the quantity of performance rights to
Geoff Selig
Matt Aitken
Darren Dunkley
Paul Selig
1 Based on the closing share price on 1 July 2020 of $0.86 per share.
be granted to Executive KMP. Given the significant
volatility in the Company’s share price since March
2020 to the date of this report as a result of the
COVID-19 pandemic, the Board agreed that the
measurement date for the fair valuation report
will be based on the volume weight average price
of the 20 trading days following the release of the
Company’s full year 2021 results, as was done in
2020. The Board believes that this will allow the
market to absorb the full year results and align the
fair valuation closer to the date of grant, noting
that a different valuation methodology is applied
per AASB 2 share based payments.
If a face value method were used, the FY21 LTI
grant for each of the Executive KMP would be
as indicated in the table below. The number of
performance rights to be granted under the FY22
LTI will be determined and reported in the 2022
remuneration report.
FY21 Fair Value
(No. of rights)
FY21 Face Value1
(No. of rights)
384,615
384,615
288,461
0
232,558
232,558
174,975
N/A
58
IVE Group Limited How reward is linked to performance
Performance indicators and link to performance
Notwithstanding the impacts of the unprecedented COVID-19 pandemic during the 2020 and 2021 financial
years, IVE Group’s financial performance has been strong since listing on the ASX in December 2015.
Performance of the business is reflected in the outcome of the variable components to the remuneration
framework:
> full STI payments are only made if Executive KMP meet agreed financial and non-financial targets for the
year in review (and the FY20 STI payment was suspended due to the impact of COVID-19); and
> LTI grants only vest if IVE Group achieves the targets set for TSR and EPS over a three-year performance
period.
Performance rights granted to KMP in 2017 under the FY18 LTI reached their vesting date during FY21. Of these,
NIL performance rights granted to KMP vested and 111,485 unvested performance rights lapsed in accordance
with the IVE Group Equity Incentive Plan rules as set out below:
Total LTI
Grant FY18
60% of
Performance
Share Rights
Earnings Per
Share Target
(EPS)
40% of
Performance
Share Rights
Relative
Total
Shareholder
Return (TSR)
0
60,810
50,675
N/A
111,485
N/A
36,486
30,405
N/A
66,891
N/A
24,324
20,270
N/A
44,594
Vested
Lapsed
N/A
0
0
N/A
0
N/A
60,810
50,675
N/A
111,485
Geoff Selig
Matt Aitken
Darren Dunkley
Paul Selig
The relevant performance conditions were as follows:
60% of Performance Share Rights
Earnings Per Share Target (EPS)
40% of Performance Share Rights
Relative Total Shareholder Return (TSR)
EPS Target 7.75%
Performance
Share Rights
Granted
Vested
Less than 90% of target
achieved
90–99% of target
achieved
Target achieved or
exceeded
Nil
80%
100%
Company ranks below
50th percentile
Company ranks at the
50th percentile
Company ranks
between the 50th and
75th percentile
Company ranks at or
above 75th percentile
Nil
50%
Straight line vesting
100%
Accumulated pro-forma EPS growth over the three-year vesting period between FY18 to FY20 was less than
90% of the EPS Target. Accordingly, none of the EPS tranche of performance rights vested.
IVE Group was ranked as 17 (38.46 percentile) compared to the relevant FY18 LTI peer group as at 30 June
2020. Accordingly, none of the TSR tranche of performance rights vested.
Unvested rights were forfeited in accordance with the LTI plan rules.
59
Annual Report 2021 Directors’ report – continued
Key financial metrics over the last seven years are shown below:
Revenue ($m)
EBITDA ($m)
Net profit after
tax ($m)
Dividend payment
(cents per share)1
Dividend payout
ratio1, 5
Share price
change ($)2
EPS (NPAT)
EPS (NPATA)
N/A
N/A
N/A
N/A
N/A
FY15
337.4
30.9
FY16
382.0
42.8
9.7
20.9
FY17
496.6
55.2
24.6
FY18
695.4
73.2
32.4
FY194
FY203
723.6
82.0
677.4
57.3
33.0
18.5
N/A
12.7
15.5
16.3
N/A
69%
71%
71%
0.0
0%
FY21
656.7
59.3
19.9
0.14
67%
N/A
(0.043)
+0.162
(0.23)
(1.26)
+0.655
0.267
0.286
0.232
0.258
0.227
0.252
0.228
0.253
0.125
0.152
0.135
0.162
The above results are prepared on an underlying continuing business basis, pre AASB 16. Underlying continuing business basis
results exclude all non-operating items including JobKeeper. This better reflects the underlying operating performance and is
consistent with guidance.
1 Only applicable post-listing on ASX.
2 Calculated as close price on 30 June for the applicable year.
3 FY20 revenue, EBITDA and NPAT have been updated on a continuing business basis i.e. excluding TeleFundraising for FY21
comparative purposes.
4 FY19 and prior years revenue, EBITDA, NPAT and EPS have not been adjusted for TeleFundraising divestment in FY21.
5 FY21 dividend payout ratio is based on underlying NPAT including JobKeeper.
Grant of Performance Share Rights
During the year, the Company made offers of
Rights under the LTI Plan with clear performance
measures.
On 25 November 2020, offers were made granting
1,884,613 performance rights under the Senior
Leadership Team Plan. Of these, 384,615 were
granted to Geoff Selig for which approval for the
issue was obtained under ASX Listing Rule 10.14 at
the 2020 Annual General Meeting. These Rights vest
following the release of the FY23 financial results
if certain performance conditions are met during
the Performance period which is 1 July 2020 to
30 June 2023.
In total there were 3,061,076 unvested Rights at
30 June 2021 from the FY19, FY20 and FY21 offers.
There were no offers of options during the year and
there are no unvested options.
60
IVE Group Limited The terms of the Equity Incentive Plan which provide the framework under which the LTI grants were made in
FY18, FY19, FY20 and FY21 are as follows:
Feature
Terms of the IVE Group Equity Incentive Plan
Type of security
Valuation
Performance Share Rights which are an entitlement to receive fully paid ordinary
IVE Group Limited shares (as traded on the ASX) on a one-for-one basis.
The number of Performance Share Rights for each KMP is calculated by dividing the
allocated value of the LTI award for that KMP by the fair value of a Performance
Share Right. The fair value is calculated using a Monte Carlo simulation approach
for the Awards subject to the Relative TSR condition and a risk neutral assumption
is used the value the Awards subject to the EPS condition.
For the Executive Chairman and Managing Director (if applicable), the LTI grant,
as recommended by the Board, will be submitted for approval by shareholders at
the relevant Annual General Meeting, as required by the ASX Listing Rules.
Performance Period
The Performance Period is the three-year period 1 July to 30 June inclusive.
Performance
Conditions
The number of Performance Share Rights that may vest will be determined by
reference to:
> Earnings Per Share (EPS) compound annual growth over the Performance
Period. EPS growth will be calculated as IVE Group’s underlying Net Profit After
Tax adjusted for amortisation of customer contracts (NPATA) divided by the
undiluted weighted average shares on issue throughout the Performance Period,
using the following formula:
EPS CAGR = 3 ( ————————––– ) — 1
Year 3 EPS
Year 0 EPS
(Benchmark 1); and
> Relative Total Shareholder Return (TSR) performance of the Company in
comparison to similar companies in a peer group determined by the Board. The
peer group for the FY21 offer is the ASX Small Ordinaries Index. The TSR of each
company will be measured from the start of the Performance Period to the end
of the Performance Period (Benchmark 2),
(collectively the Performance Conditions).
Together Benchmark 1 and Benchmark 2 comprise the total Performance
Conditions but act independently relative to their specific target component of
60% and 40% of Performance Share Rights, respectively.
Re-testing
There is no re-testing. Any unvested LTI after the test at the end of the Performance
Period will lapse immediately.
61
Annual Report 2021
Directors’ report – continued
Feature
Forfeiture
Clawback
Terms of the IVE Group Equity Incentive Plan
All Rights will lapse if the participant elects to cease employment with IVE Group
prior to the Conversion Date (being the date that Performance Share Rights
convert to shares).
Rights will immediately lapse if the participant is dismissed or removed from office
as an employee for any reason which entitles IVE Group to dismiss the participant
without notice or if the participant acts fraudulently, dishonestly or in breach of
their obligations to the Company.
The only exception to the lapse of rights if for a Good Leaver reason detailed
below:
> Any unvested Rights will not lapse if the participant’s employment with IVE
Group ceases due to death, ill-health, total permanent disability or sale of the
business in which they are employed.
> Rights for employees who cease employment due to death will vest in full
upon cessation.
> Rights for other good leavers will remain on foot and will be tested against the
Performance Conditions as at the Vesting Date, vesting on a pro-rata basis.
The Board has discretion to allow vesting for other reasons, such as retirement
or redundancy.
The Board has broad 'clawback' powers if, amongst other things, the participant
has acted fraudulently or dishonestly, engaged in gross misconduct or has acted
in a manner that has brought the Company into disrepute, or there is a material
financial mis-statement, or the Company is required or entitled under law or
company policy to reclaim remuneration from the participant, or the participant’s
entitlements vest as a result of the fraud, dishonesty or breach of obligations of
any other person and the Board is of the opinion that the incentives would not
have otherwise vested.
TSR Peer Group for FY21 Offer
The peer group for FY2021 differs to previous
years where the Board sought to include similar
companies and, in addition to their size, considered
characteristics such as being a direct competitor,
operating in a similar industry or sector, generating
revenue in Australia only, being exposed to domestic
economic conditions including consumer spending
and marketing spend.
Due to changes in the market and the lack of
material numbers of useful comparator companies,
the peer group chosen for the FY 2021 grant are
the companies who are included in the ASX Small
Ordinaries Index at the commencement of the
performance period, being 1 July 2020.
Non-Executive Director Remuneration
Non-Executive Directors enter into service
agreements through letters of appointment which
are not subject to a fixed term. Non-Executive
Directors receive a fee for their contribution as
Directors. Fees are determined with reference to the
demands of the role and the responsibilities carried
out by Directors. The fee setting process also takes
into account market levels, the need to attract high
quality Directors and the size and complexity of
the Company.
Directors receive fees for their role as members of
the Board and, where applicable, for additional
responsibilities. Non-Executive Directors do not
receive additional fees for being a Chair or member
of a Board Committee. Non-Executive Directors do
not receive any variable or performance-based
remuneration. Where Directors are required to
provide additional services, these are paid on a
fixed fee basis or determined on an hourly basis
depending on the nature of the service. There were
no additional services provided in FY21 by Non-
Executive Directors.
During FY21, the Board did not increase fees paid
to Non-Executive Directors and no increase is
proposed for FY22. As set out earlier, this follows
Non-Executive Directors agreeing to a temporary
fee reduction of 50% applying to the three months
62
IVE Group Limited ended 30 June 2020, as a result of COVID-19 and
is reflected in the remuneration paid in the 2020
financial year. The current annual fees provided to
Non-Executive Directors are shown below (inclusive
of superannuation):
Chair fee
Non-Executive Director fee
(effective since 1 July 2018)
services, retirements benefits (other than statutory
superannuation) or termination benefits.
Executive Directors are not remunerated separately
for acting as Directors.
Directors are not required under the Constitution
or any other Board policy to hold any shares in
IVE Group.
N/A as Executive
Chairman
$105,000
The remuneration paid to Non-Executive Directors is
detailed in the tables later in this Report.
The total Non-Executive Director fee pool has a
maximum value of $1 million per annum. The total
amount paid to Non-Executive Directors in FY21 was
$414,072, being 41% of the approved fee pool. There
is no intent to seek approval to increase the Non-
Executive Director fee pool at the 2021 AGM.
Non-Executive Directors do not receive fees that are
contingent on performance, shares in return for their
Name:
Title:
Geoff Selig
Executive Chairman
Contractual arrangements with Executive
KMPs
Remuneration and other conditions of employment
are set out in the Executive KMP’s employment
contracts. The key elements of these employment
contracts are summarised below:
Terms of Agreement:
No fixed term – subject to termination provisions detailed below
Details:
Annual remuneration includes cash salary, superannuation and non-cash benefits
Termination:
Incentives – eligible to participate in short term incentive and equity
remuneration plans
Termination – 12 months written notice (except in certain circumstances, such as
where committed any breach or material neglect of the material terms of his
contract of employment, or any act of serious or wilful misconduct) by Company
or employee.
All payments on termination will be subject to the termination benefits cap under
the Corporations Act 2001 in the absence of shareholder approval.
Post-employment – 12 months restraint provisions.
Name:
Title:
Paul Selig
Executive Director
Terms of Agreement:
No fixed term – subject to termination provisions detailed below
Details:
Annual remuneration includes cash salary, superannuation and non-cash benefits
Termination:
Incentives – discretionary bonus
Termination – 3 months written notice (except in certain circumstances, such as
where committed any breach or material neglect of the material terms of his
contract of employment, or any act of serious or wilful misconduct) by Company
or employee.
All payments on termination will be subject to the termination benefits cap under
the Corporations Act 2001 in the absence of shareholder approval.
Post-employment – 12 months restraint provisions.
63
Annual Report 2021
Directors’ report – continued
Name:
Title:
Matt Aitken
Chief Executive Officer (appointed 5 August 2019)
Terms of Agreement:
No fixed term – subject to termination provisions detailed below
Details:
Annual remuneration includes cash salary, superannuation and non-cash benefits
Termination:
Incentives – eligible to participate in short term incentive and equity
remuneration plans
Termination – 9 months written notice (except in certain circumstances, such as
where committed any breach or material neglect of the material terms of his
contract of employment, or any act of serious or wilful misconduct) by Company
or employee.
All payments on termination will be subject to the termination benefits cap under
the Corporations Act 2001 in the absence of shareholder approval.
Post-employment – 3 months restraint provisions.
Redundancy:
6 months’ pay in circumstance where employment is terminated due to
redundancy.
Name:
Title:
Darren Dunkley
Chief Financial Officer
Terms of Agreement:
No fixed term – subject to termination provisions detailed below
Details:
Annual remuneration includes cash salary, superannuation and non-cash benefits
Termination:
Incentives – eligible to participate in short term incentive and equity
remuneration plans
Termination – 6 months written notice (except in certain circumstances, such as
where committed any breach or material neglect of the material terms of his
contract of employment, or any act of serious or wilful misconduct) by Company
or employee.
All payments on termination will be subject to the termination benefits cap under
the Corporations Act 2001 in the absence of shareholder approval.
Post-employment – 3 months restraint provisions.
Redundancy:
6 months’ pay in circumstance where employment is terminated due to
redundancy.
64
IVE Group Limited
Details of Remuneration
The table below provides remuneration prepared for on a statutory basis for directors and Executive KMPs
year ended 30 June 2021 (except as noted below).
Fixed Remuneration
Variable
Remuneration
Name
Year
Cash,
salary
and fees3
Super-
annuation
Other
long term
benefits
Short term
incentive
Fair value
of LTI
award4
Total
Total
performance
related
Percentage
performance
related
Executive Directors
Geoff Selig
2021
930,306
21,694
2020
814,564
21,003
Paul Selig
2021
308,306
21,694
2020
270,373
19,421
Non-Executive Directors
Gavin Bell
2021
105,000
2020
91,875
0
0
Carole
Campbell1
2021
38,479
3,656
Sandra
Hook
James
Todd
Cathy
Aston2
2020
83,904
7,971
2021
95,890
9,110
2020
83,904
7,971
2021
95,890
9,118
2020
83,904
7,971
2021
51,989
4,939
2020
0
0
Other Executive KMP
0
0
0
0
0
0
0
0
0
0
0
0
0
0
170,000
58,556 1,180,556
228,556
19.4%
0
0
0
0
0
0
0
0
0
0
0
0
0
39,472
875,038
39,472
0
0
0
0
0
0
0
0
0
0
0
0
330,000
289,794
105,000
91,875
42,135
91,875
105,000
91,875
105,008
91,875
56,928
0
0
0
0
0
0
0
0
0
0
0
0
0
4.5%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
Darren
Dunkley
Matt
Aitken
2021
403,131
21,694
162,000
45,155
631,980
207,155
32.8%
2020
379,968
21,003
0
48,382
449,353
48,382
10.8%
2021
618,306
21,694
270,000
60,041
970,041
330,041
34.0%
2020
516,861
21,003
0
36,904
574,768
36,904
6.4%
1 Carole Campbell was appointed as a Director on 21 November 2018 and resigned effective 25 November 2020.
2 Cathy Aston was appointed as a director on 15 December 2020.
3 Cash, salary and fees includes annual leave and long service leave.
4 2021 Fair value of LTI award is net of FY18 shares which lapsed during the year (as noted in table below relating to FY18).
Fair value of LTI reflects accounting impacts during period, NIL shares actually vested/paid
65
Annual Report 2021 Directors’ report – continued
Rights granted to Executive KMP
FY21
KMP
Number of
rights granted
in FY21
Vesting
conditions
Grant date
Fair value at
grant date
Expiry date
Geoff Selig
384,615
Matt
Aitken
384,615
Darren
Dunkley
288,261
Relative TSR
and Compound
annual EPS
growth over
3 years
Relative TSR
and Compound
annual EPS
growth over
3 years
Relative TSR
and Compound
annual EPS
growth over
3 years
25 November
2020
$200,000
25 November
2020
$200,000
25 November
2020
$150,000
After vesting
following
release of FY23
financial results.
Any unvested
Rights expire.
After vesting
following
release of FY23
financial results.
Any unvested
Rights expire.
After vesting
following
release of FY23
financial results.
Any unvested
Rights expire.
FY20
KMP
Number of
rights granted
in FY20
Vesting
conditions
Grant date
Fair value at
grant date
Expiry date
Geoff Selig
147,058
Matt
Aitken
147,058
Darren
Dunkley
110,294
Relative TSR
and Compound
annual EPS
growth over
3 years
Relative TSR
and Compound
annual EPS
growth over
3 years
Relative TSR
and Compound
annual EPS
growth over
3 years
27 November
2019
$200,000
27 November
2019
$200,000
27 November
2019
$150,000
After vesting
following
release of FY22
financial results.
Any unvested
Rights expire.
After vesting
following
release of FY22
financial results.
Any unvested
Rights expire.
After vesting
following
release of FY22
financial results.
Any unvested
Rights expire.
66
IVE Group Limited FY19
KMP
Number of
rights granted
in FY19
Vesting
conditions
Grant date
Fair value at
grant date
Expiry date
Geoff Selig
130,718
Matt
Aitken
130,718
Darren
Dunkley
98,039
Relative TSR
and Compound
annual EPS
growth over
3 years
Relative TSR
and Compound
annual EPS
growth over
3 years
Relative TSR
and Compound
annual EPS
growth over
3 years
21 November
2018
$200,000
21 November
2018
$200,000
21 November
2018
$150,000
After vesting
following
release of FY21
financial results.
Any unvested
Rights expire.
After vesting
following
release of FY21
financial results.
Any unvested
Rights expire.
After vesting
following
release of FY21
financial results.
Any unvested
Rights expire.
FY18
Performance rights granted to KMP under the FY18 LTI vested during FY21. Of these, nil performance rights
vested and 111,485 unvested performance rights lapsed in accordance with the IVE Group Equity Incentive
Plan rules.
KMP
Matt
Aitken
Number
of rights
granted in
FY18
60,810
Darren
Dunkley
50,675
Vesting
conditions
Grant date
Fair value at
grant date
Expiry date
Lapse
17 November
2017
$90,000
17 November
2017
$75,000
Relative
TSR and
Compound
annual EPS
growth over
3 years
Relative
TSR and
Compound
annual EPS
growth over
3 years
60,810
unvested
performance
rights lapsed.
50,675
unvested
performance
rights lapsed.
After vesting
following
release
of FY20
financial
results. Any
unvested
Rights expire.
After vesting
following
release
of FY20
financial
results. Any
unvested
Rights expire.
67
Annual Report 2021 Directors’ report – continued
Director and Executive KMP Shareholding
The table below provides the number of shares in IVE Group Limited held by each Director and Executive KMP
during the period, including their related parties:
Shares
acquired
Shares
disposed
Balance at
30 June 2021
Balance at
30 June 2020
Shares
received
during the
period on
exercise of
Performance
Share Rights
Executive Directors
Geoff Selig, Executive
Chairman1
12,867,263
Paul Selig1
12,910,231
Non-Executive Directors
Gavin Bell
Sandra Hook
James Todd
Carole Campbell2
Cathy Aston3
Executive KMP
Darren Dunkley,
CFO and Company
Secretary
Matt Aitken, Chief
Executive Officer
122,697
12,919
122,336
50,000
-
52,270
7,032
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,000
-
-
-
-
-
-
-
-
-
-
-
12,867,263
12,910,231
122,697
12,919
122,336
50,000
5,000
52,270
7,032
1 Geoff Selig and Paul Selig are each beneficiaries of the Selig Family Trust No. 5, the trustee of which holds 12,860,231 shares.
2 Carole Campbell resigned as a director on 24 November 2020. Holdings under ‘Balance at 30 June 2021’ are shown as known as
at the date of resignation and set out in the Final Director Interest Notice lodged with ASX on 25 November 2020.
3 Cathy Aston was appointed as a Director of the Company on 15 December 2020. Holdings under ‘Balance at 30 June 2020’ are
the holdings as at the date of appointment as set out in the Initial Director’s Interest Notice lodged with ASX on
15 December 2020.
Loans to directors and executives
Shares issued on the exercise of options
No loans were made to directors and executives of
IVE Group including their close family and entities
related to them during the year.
Shares under option
There were no unissued ordinary shares of IVE Group
under option outstanding at the date of this report.
Shares under performance rights
There were no unissued ordinary shares of IVE Group
under Rights outstanding at the date of this report.
In total there were 3,061,076 unvested Rights at
30 June 2021.
There were no ordinary shares of IVE Group Limited
issued on the exercise of options during the year
ended 30 June 2020 and up to the date of this
report.
Shares issued on the exercise of Performance
Share Rights
Nil rights vested during the year and nil shares were
issued on exercise of Rights during the year.
This concludes the remuneration report, which has
been audited.
68
IVE Group Limited Non-audit services
Lead auditor’s independence declaration
The Lead auditor’s independence declaration is
set out on page 70 and forms part of the directors’
report for the financial year ended 30 June 2021.
Rounding off
The Group is of a kind referred to in ASIC
Corporations Instrument 2016/191 dated 24 March
2016 and in accordance with that Instrument,
amounts in the consolidated financial statements
and directors’ report have been rounded off to the
nearest thousand dollars, unless otherwise stated.
This report is made in accordance with a resolution
of the directors:
Geoff Selig
Director
Dated at Sydney this 25th day of August 2021
During the year, KPMG, the Group’s auditor has
performed certain other services in addition to its
statutory duties. The Board has considered the
non-audit services provided during the year by the
auditor, and, in accordance with the advice received
from the Audit Committee, is satisfied that:
1. the non-audit services provided during the
financial year by KPMG as the external auditor
were compatible with the general standard of
independence for auditors imposed by the Act;
and
2. any non-audit services provided during the
financial year by KPMG as the external auditor
did not compromise the auditor independence
requirements of the Corporations Act 2001 (Cth)
for the following reasons:
a)
b)
all non-audit services are subject to
corporate governance procedures adopted
by the Group and have been reviewed by
those charged with governance throughout
the year to ensure they do not impact the
integrity and objectivity of the auditor; and
the nature of the services provided do not
undermine the general principles relating
to audit independence in accordance with
APES 110: Code of Ethics for Professional
Accountants, as they did not involve
reviewing or auditing the auditor’s own
work, acting in a management or decision-
making capacity for the Group, acting as an
advocate to the Group or jointly sharing the
risks and rewards.
Details of the amounts paid to the auditor of the
Group, KPMG, for audit and non-audit services
provided during the year are set out in Note 31 of the
Financial Report.
69
Annual Report 2021 Directors’ report – continued
Lead Auditor’s Independence Declaration under
Section 307C of the Corporations Act 2001
To the Directors of IVE Group Limited
I declare that, to the best of my knowledge and belief, in relation to the audit of IVE Group Limited for
the financial year ended 30 June 2021 there have been:
Lead Auditor’s Independence Declaration under
Section 307C of the Corporations Act 2001
no contraventions of the auditor independence requirements as set out in the
Corporations Act 2001 in relation to the audit; and
no contraventions of any applicable code of professional conduct in relation to the audit.
ii.
i.
PAR_SIG_01
PAR_NAM_01
PAR_POS_01
PAR_DAT_01
PAR_CIT_01
To the Directors of IVE Group Limited
I declare that, to the best of my knowledge and belief, in relation to the audit of IVE Group Limited for
the financial year ended 30 June 2021 there have been:
i.
KPMG
no contraventions of the auditor independence requirements as set out in the
Corporations Act 2001 in relation to the audit; and
Daniel Camilleri
ii.
no contraventions of any applicable code of professional conduct in relation to the audit.
Partner
PAR_SIG_01
PAR_NAM_01
PAR_POS_01
PAR_DAT_01
Sydney
PAR_CIT_01
25 August 2021
KPMG
Daniel Camilleri
Partner
Sydney
25 August 2021
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and
logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by
a scheme approved under Professional Standards Legislation.
54
70
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and
logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by
a scheme approved under Professional Standards Legislation.
54
IVE Group Limited
71
Annual Report 2021 Financial report
for the year ended 30 June 2021
7272
IVE Group Limited Consolidated Financial Statements
Consolidated statement of profit or loss and other comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the Consolidated Financial Statements
1. Reporting entity
2. Basis of preparation
3. Significant accounting policies
4. Revenue
5. Other income
6. Personnel expenses
7. Expenses
8. Finance income and finance costs
9. Taxes
10. Cash and cash equivalents
11. Trade and other receivables
12. Inventories
13. Property, plant and equipment
14. Leases
15. Intangible assets and goodwill
16. Trade and other payables
17. Loans and borrowings
18. Employee benefits
19. Provisions
79
79
80
89
89
89
90
90
90
93
94
94
95
96
98
99
99
100
100
20. Share-based payments
21. Capital and reserves
22. Earnings per share
23. Acquisitions
24. Operating segments
25. Financial risk management and
financial instruments
26. Capital commitments
27. Related parties
28. Group entities
29. Parent entity disclosures
30. Subsequent events
31. Auditors’ remuneration
32. Deed of cross guarantee
33. Discontinued operation
34. Contingencies
Directors’ declaration
Independent auditor’s report
74
75
76
77
101
102
103
103
104
105
111
111
112
113
113
114
114
115
116
117
119
73
Annual Report 2021
Consolidated statement of profit or loss and other
comprehensive income
For the year ended 30 June 2021
In thousands of AUD
Note
2021
Continuing operations
Revenue
Cost of sales
Gross profit
Other income
Production expenses
Administrative expenses
Other expenses
Results from operating activities
Finance income
Finance costs
Net finance costs
Profit / (loss) before tax
Income tax expense
Profit / (loss) from continuing operations
Discontinued operation
Profit from discontinued operation, net of tax*
Profit / (loss) for the year
Other comprehensive income
Items that are or may be reclassified to profit or loss
Cash flow hedges – effective portion of changes
in fair value (net of tax)
Cash flow hedges – reclassified to profit or loss
(net of tax)
Total other comprehensive income (loss)
4
5
8
9
33
656,457
(340,465)
315,992
724
(147,224)
(115,602)
(4,831)
49,059
517
(12,644)
(12,127)
36,932
(12,256)
24,676
4,805
29,481
(361)
493
132
2020
Restated*
677,362
(364,382)
312,980
168
(151,121)
(109,706)
(52,021)
300
149
(10,812)
(10,663)
(10,363)
(10,398)
(20,761)
572
(20,189)
(392)
224
(168)
Total comprehensive income/(loss) for the year
29,613
(20,357)
Profit/ (loss) attributable to:
Owners of the Company
Profit / (loss) for the year
Total comprehensive income/(loss) attributable to:
Owners of the Company
Total comprehensive income/(loss) for the year
Earnings per share
Basic earnings (loss) per share (dollars)
Diluted earnings (loss) per share (dollars)
Basic earnings (loss) per share (dollars) –
continuing operations
Diluted earnings (loss) per share (dollars) –
continuing operations
22
22
22
22
29,481
29,481
29,613
29,613
0.20
0.20
0.17
0.17
(20,189)
(20,189)
(20,357)
(20,357)
(0.14)
(0.14)
(0.14)
(0.14)
*The comparative consolidated statement of profit or loss and other comprehensive income has been restated to show the
discontinued operation separately from continuing operations (see Note 33).
The notes on pages 79 to 116 are an integral part of these consolidated financial statements.
74
IVE Group Limited Consolidated statement of financial position
As at 30 June 2021
In thousands of AUD
Note
2021
2020
Restated*
Assets
Cash and cash equivalents
Trade and other receivables
Inventories
Prepayments
Contract asset
Financial asset
Other current assets
Total current assets
Deferred tax assets
Property, plant and equipment
Right of use assets
Intangible assets and goodwill
Total non-current assets
Total assets
Liabilities
Trade and other payables
Lease liabilities
Loans and borrowings
Employee benefits
Contract liabilities
Current tax payable
Provisions
Total current liabilities
Loans and borrowings
Lease liabilities
Employee benefits
Provisions
Total non-current liabilities
Total liabilities
Net assets
Equity
Share capital
Reserves
Retained earnings
Total equity
10
11
12
4
9
13
14
15
16
17
18
4
19
17
18
19
21
106,474
100,408
43,844
4,174
1,056
1,762
647
258,365
14,961
100,122
96,228
131,085
342,396
600,761
92,795
27,937
2,791
18,850
8,263
3,283
-
153,919
167,044
91,823
6,568
4,745
270,180
424,099
176,662
149,066
(185)
27,781
176,662
51,640
103,590
56,267
3,654
521
-
2,519
218,191
15,295
107,132
115,548
145,069
383,044
601,235
84,028
34,343
3,102
16,996
5,805
3,252
993
148,519
169,855
108,084
6,700
3,575
288,214
436,733
164,502
156,502
(582)
8,582
164,502
*Refer to Notes 13 and 15 on 2020 restatements.
The notes on pages 79 to 116 are an integral part of these consolidated financial statements.
75
Annual Report 2021 Consolidated statement of changes in equity
For the year ended 30 June 2021
In thousands of AUD
Note
Share
capital
Share-
based
payment
reserve
Hedging
reserve
Retained
earnings
Total
equity
Balance at 1 July 2019
Initial application of AASB 16
Adjusted balance 1 July 2019
Total comprehensive income for the year
Loss for the year
Other comprehensive loss
Total comprehensive income for the year
Transactions with owners
of the Company
Performance share rights
Issue of share capital
Dividends to owners of the Company
Total transactions with owners
of the Company
Balance at 30 June 2020
Balance at 1 July 2020
Total comprehensive income
for the year
Profit for the year
Other comprehensive income
Total comprehensive income
for the year
Transactions with owners
of the Company
Performance share rights
Share buy back
Dividends to owners of the Company
Total transactions with owners
of the Company
Balance at 30 June 2021
156,468
-
156,468
-
-
-
-
34
-
34
156,502
156,502
-
-
-
-
(7,436)
-
(7,436)
149,066
20
21
21
20
21
21
119
-
119
-
-
-
79
-
-
79
198
198
-
-
-
265
-
-
265
463
(612)
49,832
205,807
-
(9,649)
(9,649)
(612)
40,183
196,158
-
(20,189)
(20,189)
(168)
(168)
-
(168)
(20,189)
(20,357)
-
-
-
-
-
-
79
34
(11,412)
(11,412)
(11,412)
(11,299)
(780)
(780)
8,582
164,502
8,582
164,502
-
29,481
29,481
132
132
-
-
-
-
-
132
29,481
29,613
-
-
265
(7,436)
(10,282)
(10,282)
(10,282)
(17,453)
(648)
27,781
176,662
The notes on pages 79 to 116 are an integral part of these consolidated financial statements.
76
IVE Group Limited Consolidated statement of cash flows
For the year ended 30 June 2021
In thousands of AUD
Note
2021
2020*
Cash flows from operating activities
Cash receipts from customers
Cash paid to suppliers and employees
Cash generated from operating activities
Interest received
Interest paid
Income tax paid
JobKeeper Payment received
Payment of acquisition costs
Payment of restructure costs
Net cash from operating activities
10
Cash flows from investing activities
Proceeds from sale of property,
plant and equipment
Acquisition of property, plant and equipment and
intangible assets
Acquisitions of businesses, net of cash acquired
23
Net proceeds on disposal of business
(net of transactions costs)*
Acquisition of financial asset (including
transactions costs)
Net cash used in investing activities
Cash flows from financing activities
Proceeds from bank loans
Repayment of loans and borrowings
Payment of transaction costs for loans and
issued capital
Dividends paid
Payment of lease liabilities
Share buy back (net of transaction costs)
Net cash used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
728,932
(618,861)
110,071
202
(8,878)
(12,064)
21,521
(403)
(3,683)
106,766
785,812
(686,461)
99,351
102
(10,153)
(8,896)
10,193
(3,570)
(8,080)
78,947
471
880
(9,503)
(1,855)
15,165
(5,354)
(1,076)
-
(3,234)
-
(10,282)
(29,904)
(7,436)
(50,856)
54,834
51,640
106,474
(10,389)
(25,543)
-
-
(35,052)
36,000
(21,135)
(237)
(11,412)
(26,972)
-
(23,756)
20,139
31,501
51,640
*The Group has elected to present a statement of cash flows that analyses all cash flows in total – i.e. including both continuing
and discontinuing operations, amounts relating to discontinued operations by operating, investing and financing activities are
disclosed in Note 33.
The notes on pages 79 to 116 are an integral part of these consolidated financial statements.
77
Annual Report 2021 78
IVE Group Limited Notes to the consolidated financial statements
For the year ended 30 June 2021
1. Reporting entity
IVE Group Limited (the ultimate parent entity or the
Company) is a company domiciled in Australia. Its
registered address is Level 3, 35 Clarence Street,
Sydney NSW 2000.
This consolidated financial report as at and for the
year ended 30 June 2021 comprises the Company
and its subsidiaries (IVE or Group).
The Group is a for-profit entity. The Group is primary
involved in:
> Conceptual and creative design across print,
mobile and interactive media;
> Printing and distribution of catalogues,
magazines, marketing and corporate
communications materials and stationery;
> Manufacturing of point of sale display material
and large format banners for retail applications;
> Personalised communications including
marketing automation, marketing mail,
publication mail, eCommunications, multi-
channel solutions, and call centre services;
> Data analytics, customer experience strategy,
and CRM; and
> Outsourced communications solutions for
large organisations including development of
customised multi-channel management models
covering creative and digital services, supply
chain optimisation, inventory management,
warehousing and logistics.
The Group services all major industry sectors in
Australia including financial services, publishing,
retail, communications, property, clubs and
associations, not-for-profit, utilities, manufacturing,
education and government.
2. Basis of preparation
(a) Statement of compliance
The consolidated financial statements are general
purpose financial statements which have been
prepared in accordance with Australian Accounting
Standards (AASBs) adopted by the Australian
Accounting Standards Board (AASB) and the
Corporations Act 2001. The consolidated financial
statements comply with International Financial
Reporting Standards (IFRSs) adopted by the
International Accounting Standards Board (IASB).
The consolidated financial statements were
authorised for issue by the Board of Directors on
25 August 2021. Details of the Group’s accounting
policies is included in Note 3.
(b) Functional and presentation currency
These consolidated financial statements are
presented in Australian dollars, which is the
Company’s functional currency.
The Company is of a kind referred to in ASIC
Corporations Instrument 2016/191 dated 24 March
2016, and in accordance with that Instrument,
all financial information presented in Australian
dollars has been rounded to the nearest thousand
unless otherwise stated.
(c) Use of estimates and judgements
In preparing these consolidated financial
statements, management has made 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.
The significant judgements made by management
in applying the Group's accounting policies and the
key sources of estimation uncertainty were the same
as those that applied to the consolidated financial
statements for the year ended 30 June 2020.
Estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting
estimates are recognised prospectively.
(i) Judgements
Information about judgements made in applying
the Group’s accounting policies that have the most
significant effects on the amounts recognised in the
consolidated financial statements is included in the
following notes:
> Note 3(e) & (f) – estimation of useful lives of assets
> Note 3(j) – provisions
> Note 25 – Level 2 and 3 fair values of equity
securities, interest rate swaps and forward
exchange contracts; and
> Note 14 – lease term: whether the Group is
reasonably certain to exercise extension options.
(ii) Assumptions and estimation uncertainties
Information about assumptions and estimation
uncertainties that have a significant risk of resulting
in a material adjustment in the year ending 30 June
2021 is included in the following notes:
> Note 3(h)(ii) & 15 – impairment testing for cash
generating units containing goodwill
79
Annual Report 2021 Notes to the consolidated financial statements – continued
2. Basis of preparation (continued)
(ii) Subsidiaries
> Note 23 – acquisitions: fair value measured on a
provisional basis; and
> Note 25 – measurement of Expected Credit Loss
(ECL) allowance on trade receivables.
Measurement of fair values
When measuring the fair value of an asset or a
liability, the group uses market observable data if
possible. Fair values are categorised into different
levels in a fair value hierarchy based on the inputs
used in the valuation techniques as follows:
> 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 (i.e. as prices) or indirectly
(i.e. derived from prices).
> Level 3: inputs for the asset or liability that
are not based on observable market data
(unobservable inputs).
3. Significant accounting policies
The accounting policies set out below have been
applied consistently during the period presented
in these consolidated financial statements, and
have been applied consistently by all entities in the
Group, except for the adoption of new accounting
standards (see Note 3(s)).
(a) Basis of consolidation
(i) Business combinations
The Group accounts for business combinations using
the acquisition method when control is transferred
to the Group. The consideration transferred in
the acquisition is generally measured at fair
value, as are the identifiable net assets acquired.
Any goodwill that arises is tested annually for
impairment. Any gain on a bargain purchase is
recognised in profit or loss immediately. Transaction
costs are expensed as incurred, except those related
to the issue of debt or equity securities.
The consideration transferred does not include
amounts related to the settlement of pre-exiting
relationships. Such amounts are generally
recognised in profit or loss.
Any contingent consideration is measured at fair
value at the date of acquisition, with subsequent
changes in the fair value of the contingent
consideration recognised in profit or loss.
80
Subsidiaries are entities controlled by the Group. The
Group controls an entity when it is exposed to, or
has rights to, variable returns from its involvement
with the entity and has the ability to affect those
returns through its power over the entity. The
financial statements of subsidiaries are included
in the consolidated financial statements from the
date on which control commences until the date on
which control ceases.
(iii) Transactions eliminated on consolidation
Intra-group balances and transactions, and any
unrealised income and expenses arising from intra-
group transactions, are eliminated in preparing the
consolidated financial statements.
(b) Foreign currency
Foreign currency transactions
Transactions in foreign currencies are translated
to the functional currency of the Group (Australian
dollars) at exchange rates at the dates of the
transactions. Monetary assets and liabilities
denominated in foreign currencies are translated to
the functional currency at the exchange rate at the
reporting date.
Foreign currency differences arising on retranslation
are recognised in profit or loss.
(c) Financial instruments
(i) Recognition and initial measurement
Trade receivables and debt securities issued are
initially recognised when they are originated. All
other financial assets and financial liabilities
are initially recognised when the Group becomes
a party to the contractual provisions of the
instrument.
A financial asset (unless it is a trade receivable
without a significant financing component) or
financial liability is initially measured at fair
value plus or minus, for an item not at fair value
through profit and loss (FVTPL), transaction costs
that are directly attributable to its acquisition
or issue. A trade receivable without a significant
financing component is initially measured at the
transaction price.
(ii) Classification and subsequent measurement
The Group classifies its financial instruments in the
following measurement categories: at amortised
cost, at fair value through profit and loss (FVTPL)
and at fair value through other comprehensive
income (FVOCI).
IVE Group Limited Financial assets are not reclassified subsequent to
their initial recognition unless the Group changes
its business model for managing financial assets,
in which case all affected financial assets are
reclassified on the first day of the first reporting
period following the change in the business model.
A financial asset is measured at amortised cost if
it meets both of the following conditions and is not
designated as at FVTPL:
> It is held within a business model whose objective
is to hold assets to collect contractual cash
flows; and
> Its contractual terms give rise on a specified
dates to cash flow that are solely payments of
principal and interest on the principal amount
outstanding.
A debt investment is measured at FVOCI if it
meets both of the following conditions and is not
designated as at FVTPL:
> It is held within a business model whose objective
is achieved by both collecting contractual cash
flows and selling financial assets; and
> Its contractual terms give rise on a specified
dates to cash flow that are solely payments of
principal and interest on the principal amount
outstanding.
On initial recognition of an equity investment that
is not held for trading, the Group may irrevocably
elect to present subsequent changes in the
investment’s fair value in OCI. This election is made
on an investment-by-investment basis.
All financial assets not classified as measured at
amortised cost or FVOCI as described above are
measured at FVTPL. This includes all derivative
financial assets. On initial recognition, the Group
may irrevocably designate a financial asset that
otherwise meets the requirements to be measured
at amortised cost or at FVOCI as at FVTPL if doing
so eliminates or significantly reduces an accounting
mismatch that would otherwise arise.
Financial assets at amortised costs
These assets are subsequently measured at
amortised cost using the effective interest method.
The amortised cost is reduced by impairment losses.
Interest income, foreign exchange gains and losses
and impairment are recognised in profit or loss. Any
gain or loss on derecognition is recognised in profit
or loss.
Financial liabilities – Classification, subsequent
measurement and gains and losses
Financial liabilities are classified as measured
at amortised cost or FVTPL. A financial liability
is classified as at FVTPL if it is classified as held-
for-trading, it is a derivative or it is designated
as such on initial recognition. Financial liabilities
at FVTPL are measured at fair value and net
gains and losses, including any interest expense,
are recognised in profit and loss. Other financial
liabilities are subsequently measured at amortised
cost using the effective interest method. Interest
expense and foreign exchange gains and losses
are recognised in profit or loss. Any gain or loss on
derecognition is also recognised in profit or loss.
(iii) Derecognition
Financial assets
The Group derecognises a financial asset when
the contractual rights to the cash flows from the
financial asset expire, or it transfers the rights to
receive the contractual cash flows in a transaction
in which substantially all of the risks and rewards
of ownership of the financial asset are transferred
or in which the Group neither transfers nor retains
substantially all of the risks and rewards of
ownership and it does not retain control of the
financial asset.
The Group enters into transactions whereby
it transfers assets recognised in its statement
of financial position but retains either all or
substantially all of the risks and rewards of the
transferred assets. In these cases, the transferred
assets are not derecognised.
Financial liabilities
The Group derecognises a financial liability when its
contractual obligations are discharged or cancelled
or expire. The Group also derecognises a financial
liability when its terms are modified and the cash
flows of the modified liability are substantially
different, in which case a new financial liability
based on the modified terms is recognised at fair
value.
On derecognition of a financial liability, the
difference between the carrying amount
extinguished and the consideration paid (including
any non-cash assets transferred or liabilities
assumed) is recognised in profit or loss.
(iv) Offsetting
Financial asset and financial liabilities are offset
and the net amount presented in the statement of
financial position when, and only when the Group
currently has a legally enforceable right to set off
81
Annual Report 2021 Notes to the consolidated financial statements – continued
3. Significant accounting policies (continued)
the amounts and it intends either to settle them on
a net basis or to realise the asset and settle the
liability simultaneously.
(v) Derivative financial instruments and hedge
accounting
Derivative financial instruments and hedge
accounting
The Group holds derivative financial instruments
to hedge its foreign currency and interest rate risk
exposures. Embedded derivatives are separated
from the host contract and accounted for
separately if the host contract is not a financial
asset and certain criteria are met.
Derivatives are initially measured at fair value.
Subsequent to initial recognition, derivatives are
measured at fair value, and changes therein are
generally recognised in profit or loss.
The Group designates certain derivatives as
hedging instruments to hedge the variability in cash
flows associated with highly probable forecast
transactions arising from changes in foreign
exchange rates and interest rates.
At inception of designated hedging relationships,
the Group documents the risk management
objective and strategy for undertaking the
hedge. The Group also documents the economic
relationship between the hedged item and the
hedging instrument, including whether the changes
in cash flows of the hedged item and hedging
instrument are expected to offset each other.
Cash flow hedges
When a derivative is designated as a cash flow
hedging instrument, the effective portion of changes
in the fair value of the derivative is recognised in
OCI and accumulated in the hedging reserve. The
effective portion of changes in the fair value of the
derivative that is recognised in OCI is limited to the
cumulative change in fair value of the hedged item,
determined on a present value basis, from inception
of the hedge. Any ineffective portion of changes
in the fair value of the derivative is recognised
immediately in profit or loss.
The Group designates only the change in fair
value of the spot element of forward exchange
contracts as the hedging instrument in cash flow
hedging relationships. The change in fair value of
the forward element of forward exchange contracts
(‘forward points’) is separately accounted for as a
cost of hedging and recognised in a costs of hedging
reserve within equity.
82
When the hedged forecast transaction
subsequently results in the recognition of a non-
financial item such as inventory, the amount
accumulated in the hedging reserve and the cost of
hedging reserve is included directly in the initial cost
of the non-financial item when it is recognised. For
all other hedged forecast transactions, the amount
accumulated in the hedging reserve and the cost
of hedging reserve is reclassified to profit or loss in
the same period or periods during which the hedged
expected future cash flows affect profit or loss.
If the hedge no longer meets the criteria for
hedge accounting or the hedging instrument is
sold, expires, is terminated or is exercised, then
hedge accounting is discontinued prospectively.
When hedge accounting for cash flow hedges
is discontinued, the amount that has been
accumulated in the hedging reserve remains in
equity until, for a hedge of a transaction resulting
in the recognition of a non-financial item, it is
included in the non-financial item’s cost on its
initial recognition or, for other cash flow hedges, it
is reclassified to profit or loss in the same period or
periods as the hedged expected future cash flows
affect profit or loss.
If the hedged future cash flows are no longer
expected to occur, then the amounts that have been
accumulated in the hedging reserve and the cost
of hedging reserve are immediately reclassified to
profit or loss.
(d) Share capital
Ordinary shares
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue
of ordinary shares are recognised as a deduction
from equity, net of any tax effects.
(e) Property, plant and equipment
(i) Recognition and measurement
Items of property, plant and equipment are
measured at cost less accumulated depreciation
and accumulated impairment losses.
Cost includes expenditure that is directly
attributable to the acquisition of the asset.
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 of property, plant
and equipment.
IVE Group Limited Any gains and losses on disposal of an item of
property, plant and equipment (calculated as the
difference between the net proceeds from disposal
and the carrying amount of the item) are recognised
in profit or loss.
(ii) Subsequent costs
Subsequent expenditure is capitalised only when
it is probable that the future economic benefits
associated with the expenditure will flow to the
Group. Ongoing repairs and maintenance are
expensed as incurred.
(iii) Depreciation
Items of property, plant and equipment are
depreciated from the date that they are installed
and are ready for use, or in respect of internally
constructed assets, from the date that the asset is
completed and ready for use.
Depreciation is calculated to write off the cost of
property, plant and equipment less their estimated
residual values using the straight-line basis
over their estimated useful lives. Depreciation is
generally recognised in profit or loss, unless the
amount is included in the carrying amount of
another asset. Leased assets are depreciated over
the shorter of the lease term and their useful lives
unless it is reasonably certain that the Group will
obtain ownership by the end of the lease term.
The estimated useful lives for the current year of
significant items of property, plant and equipment
are as follows:
> Leasehold improvements
shorter of lease term
and life of asset
> plant and equipment
3 – 20 years
> fixtures and fittings
5 – 10 years
Depreciation methods, useful lives and residual
values are reviewed at each reporting date and
adjusted if appropriate.
(f) Intangible assets and goodwill
(i) Goodwill
Goodwill arising on the acquisition of subsidiaries
is measured at cost less accumulated impairment
losses.
(ii) Other intangible assets
Intangible assets that are acquired by the Group
and have finite useful lives are measured at cost
less accumulated amortisation and accumulated
impairment losses.
(iii) Subsequent expenditure
Subsequent expenditure is capitalised only when
it increases the future economic benefits embodied
in the specific asset to which it relates. All other
expenditure, including expenditure on internally
generated goodwill and brands, is recognised in
profit or loss as incurred.
(iv) Amortisation
Amortisation is calculated to write off the cost
of intangible assets less their estimated residual
values using the straight-line method over their
estimated useful lives, and is generally recognised
in profit or loss. Goodwill is not amortised.
The estimated useful lives are as follows:
> computer software
3 years
> customer relationships
5-9 years
Amortisation methods, useful lives and residual
values are reviewed at each reporting date and
adjusted if appropriate.
(g) Inventories
Inventories are measured at the lower of cost and
net realisable value. The cost of inventories is
based on the first-in, first-out principle. In the case
of manufactured inventories and work in progress,
cost includes an appropriate share of production
overheads based on normal operating capacity.
(h) Impairment
(i) Non-derivative financial assets
The Group recognises loss allowances for expected
credit loss (ECL) on financial assets measured at
amortised costs.
The Group measures loss allowance at an amount
equal to lifetime ECL.
Loss allowances for trade receivables are always
measured at an amount equal to lifetime ECLs.
When determining whether the credit risk of a
financial asset has increased significantly since
initial recognition and when estimating ECLs, the
Group considers reasonable and supportable
information that is relevant and available without
undue cost or effort. This includes both quantitative
and qualitative information and analysis, based on
the Group’s historical experience and informed credit
assessment including forward-looking information.
The Group assumes that the credit risk on a
financial asset has increased significantly if it is
more than 90 days past due.
The Group considers a financial asset to be in
default when the debtor is unlikely to pay its credit
83
Annual Report 2021 Notes to the consolidated financial statements – continued
3. Significant accounting policies (continued)
(ii) Non-financial assets
obligations to the Group in full, without recourse by
the Group to actions such as realising security (if
any is held).
Lifetime ECLs are the ECLs that result from all
possible default events over the expected life of a
financial instrument.
The maximum period considered when estimating
ECLs is the maximum contractual period over which
the Group is exposed to credit risk.
Measurement of ECLs
ECLs are a probability-weighted estimate of credit
losses. Credit losses are measured as the present
values of all cash shortfalls (i.e. the difference
between the cash flows due to the entity in
accordance with the contract and the cash flows
that the Group expects to receive).
ECLs are discounted at the effective interest rate of
the financial asset.
Credit-impaired financial assets
At each reporting date, the Group assesses whether
financial assets carried at amortised cost are
credit-impaired. A financial asset is 'credit-impaired'
when one or more events that have a detrimental
impact on the estimated future cash flows of the
financial assets have occurred.
Evidence that a financial asset is credit-impaired
includes the following observable data:
> A breach of contract such as a default or being
more than 90 days past due;
> It is probable that the debtor will enter
bankruptcy or other financial reorganisation.
Presentation of allowance for ECL in the statement
of financial position
Loss allowances for financial assets measured
at amortised cost are deducted from the gross
carrying amount of the assets.
Write-off
The gross carrying amount of a financial asset
is written off when the Group has no reasonable
expectation of recovering a financial asset in its
entirety or a portion thereof. The Group individually
makes an assessment with respect to the timing
and amount of write-off based on whether there is
a reasonable expectation of recovery. The Group
expects no significant recovery from the amount
written off. However, financial assets that are
written off could still be subject to enforcement
activities in order to comply with the Group’s
procedures for recovery of amounts due.
84
The carrying amounts of the Group’s non-financial
assets, other than inventories and deferred tax
assets, are reviewed at each reporting date to
determine whether there is any indication of
impairment. If any such indication exists, then the
asset’s recoverable amount is estimated. Goodwill is
tested annually for impairment.
For impairment testing, assets are grouped together
into the smallest group of assets that generates
cash inflows from continuing use that are largely
independent of the cash inflows of other assets or
cash-generating unit (CGU). Goodwill arising from
a business combination is allocated to CGUs or
groups of CGUs that are expected to benefit from
the synergies of the combination.
The recoverable amount of an asset or CGU is the
greater of its value in use and its fair value less
costs to sell. In assessing value in use, the estimated
future cash flows are discounted to their present
value using a post-tax discount rate that reflects
current market assessments of the time value of
money and the risks specific to the asset.
An impairment loss is recognised if the carrying
amount of an asset or CGU exceeds its estimated
recoverable amount.
Impairment losses are recognised in profit or loss.
Impairment losses recognised in respect of CGUs
are allocated first to reduce the carrying amount
of any goodwill allocated to the CGU (group of
CGUs), and then to reduce the carrying amounts
of the other assets in the CGU (group of CGUs) on a
pro rata basis.
An impairment loss in respect of goodwill is not
reversed. For other assets, an impairment loss is
reversed only to the extent that the asset’s carrying
amount does not exceed the carrying amount that
would have been determined, net of depreciation
or amortisation, if no impairment loss had been
recognised.
(i) Employee benefits
(i) Defined contribution plans
A defined contribution plan is a post-employment
benefit plan under which an entity pays fixed
contributions into a separate entity and will have
no legal or constructive obligation to pay further
amounts. Obligations for contributions to defined
contribution pension plans are recognised as an
employee benefit expense in profit or loss in the
periods during which services are rendered by
employees.
IVE Group Limited (ii) Other long-term employee benefits
(i) Restructuring
The Group’s net obligation in respect of long-
term employee benefits is the amount of future
benefit that employees have earned in return for
their service in the current and prior periods. That
benefit is discounted to determine its present value.
Remeasurements are recognised in profit or loss in
the period in which they arise.
(iii) Short-term employee benefits
Short-term employee benefits are expensed as the
related service is provided. A liability is recognised
for the amount expected to be paid 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.
(iv) Share-based payment transactions
The grant-date fair value of equity-settled share-
based payment awards granted to employees
is generally recognised as an expense, with a
corresponding increase in equity, over the vesting
period of the awards. The amount recognised as
an expense is adjusted to reflect the number of
awards for which the related service and non-
market performance conditions are expected to be
met, such that the amount ultimately recognised
is based on the number of awards that meet the
related service and non-market performance
conditions at the vesting date. For share-based
payment awards with non-vesting conditions, the
grant-date fair value of the share-based payment
is measured to reflect such conditions and there is
no true-up for differences between expected and
actual outcomes.
(j) Provisions
A provision is recognised if, as a result of a past
event, the Group has a present legal or constructive
obligation that can be estimated reliably, and it is
probable that an outflow of economic benefits will
be required to settle the obligation. Provisions are
determined by discounting the expected future cash
flows at a pre-tax rate that reflects current market
assessments of the time value of money and the
risks specific to the liability. The unwinding of the
discount is recognised as finance cost.
A provision for restructuring is recognised when
the Group has approved a detailed and formal
restructuring plan, and the restructuring either has
commenced or has been announced publicly. Future
operating losses are not provided for.
(ii) Make good provision
A make good provision is recognised when the
Group enters into a lease contract that requires the
property to be returned to the lessor in its original
condition. The provision is based on the expected
future cost of the refurbishment discounted to
reflect current market assessments.
Revenue is measured based on the consideration
specified in a contract with a customer. The Group
recognises revenue over-time, or at a point in time.
Recognising of revenue over-time
The Group is involved in a range of services relating
to print, communications, creative and digital
services, supply chain optimisation, inventory
management, warehousing and logistics.
Revenue is recognised on the rendering of services
in proportion to the stage of completion of the
transaction at the reporting date. The stage
of completion is assessed based on surveys of
work performed.
Recognising of revenue at a point in time
The Group recognises revenue of when it transfers
control over a good or service to a customer.
Customers obtain control when the goods are
delivered to and have been accepted. Invoices are
generated at that point in time. Invoices are usually
payable within 30 days.
(l) Leases
At inception of a contract, the Group assesses
whether a contract is, or contains, a lease. A
contract is, or contains, a lease if the contracts
conveys the right to control the use of an identified
asset for a period of time in exchange for
consideration.
(i) As a lessee
At commencement or on modification of a contract
that contains a lease component, the Group
allocates the consideration in the contracts to each
lease component on the basis of its relative stand-
alone prices.
The Group recognises a right-of-use asset and
lease liability at the lease commencement date.
The right-of-use asset is initially measured at cost,
which comprises the initial amount of the lease
85
Annual Report 2021 Notes to the consolidated financial statements – continued
3. Significant accounting policies (continued)
liability adjusted for any lease payments made at
or before the commencement date, plus any initial
direct costs incurred and an estimate of costs to
dismantle and remove the underlying asset or to
restore the underlying asset or the site on which it is
located, less any lease incentives received.
The right-of-use asset is subsequently depreciated
using the straight-line method from the
commencement date to the end of the lease
term, unless the lease transfers ownership of the
underlying asset to the Group by the end of the
lease term or the cost of the right-of-use asset
reflects that the Group will exercise a purchase
option. In that case, the underlying asset, which is
determined on the same basis as those of property
and equipment. In addition, the right-of-use asset is
periodically reduced by impairment losses, if any,
and adjusted for certain remeasurements of the
lease liability.
The lease liability is initially measured at the
present value of the lease payments that are
not paid at the commencement date, discounted
using interest rate implicit in the lease or, if that
rate cannot be readily determined, the Group’s
incremental borrowing rate. Generally, the
Group uses its incremental borrowing rate as the
discount rate.
The Group determines its incremental borrowing
rate by obtaining interest rates from external
financing sources.
Lease payments included in the measurement of the
lease liability comprise the following:
> fixed payments, including in-substance fixed
payments;
> variable lease payments that depend on an
index or a rate, initially measured using the index
or rate as at the commencement date;
> amounts expected to be payable under a
residual value guarantee; and
> the exercise price under a purchase option that
the Group is reasonably certain to exercise,
lease payments in an optional renewal period
if the Group is reasonably certain to exercise
an extension option, and penalties for early
termination of a lease unless the Group is
reasonably certain not to terminate early.
The lease liability is measured at amortised cost
using the effective interest method. It is remeasured
when there is a change in future lease payments
arising from a change in an index or rate, if there
is a change in the Group’s estimate of the amount
86
expected to be payable under a residual value
guarantee, if the Group’s changes its assessment
of whether it will exercise a purchase, extension
or termination option or if there is a revised in-
substance fixed lease payment.
When the lease liability is remeasured in this way,
a corresponding adjustment is made to the carrying
amount of the right-of-use asset, or is recorded in
profit or loss if the carrying amount of the right-of-
use asset has been reduced to zero.
The Group presents separately right-of-use assets
that do not meet the definition of investment
property, and lease liabilities in statement of
financial position.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use
assets and liabilities for leases of low-value assets
and short-term leases, including IT equipment. The
Group recognises lease payments associated with
these leases as an expense on a straight-line basis
over the lease term.
(ii) As a lessor
At inception or on modification of a contract that
contains a lease component, the Group allocates
the consideration in the contract to each lease
component on the basis of their relative stand-
alone prices.
When the Group acts as a lessor, it determines a
lease inception whether such lease is a finance
lease or an operating lease.
To classify each lease, the Group makes an
overall assessment of whether the lease transfers
substantially all of the risks and rewards incidental
to ownership of the underlying asset. If this is the
case, then the lease is a finance lease; if not, then
it is an operating lease. As part of this assessment,
the Group considers certain indicators such as
whether the lease is for the major part of the
economic life of the asset.
When the Group is an intermediate lessor, it
accounts for its interests in the head lease and
the sub-lease separately. It assesses the lease
classification of a sub-lease with reference to the
right-of-use asset arising from the head lease, not
with reference to the underlying asset. If a head
lease is a short-term lease to which the Group
applies the exemption described above, then it
classifies the sub-lease as an operating lease.
If an arrangement contains lease and non-lease
components, then the Group applies AASB 15 to
allocate the consideration in the contract.
Generally, the accounting policies applicable to
the Group as a lessor in the comparative period
IVE Group Limited were not different from AASB 16 except for the
classification of the sub-lease.
> taxable temporary differences arising on the
initial recognition of goodwill.
Finance income comprises net gain on financial
assets at FVTPL and interest income on funds
invested. Interest income is recognised as it accrues
in profit or loss, using the effective interest method.
Finance costs comprise net loss on financial assets
at FVTPL and interest expense on borrowings.
Borrowing costs that are not directly attributable
to the acquisition, construction or production of
a qualifying asset are recognised in profit or loss
using the effective interest method.
Foreign currency gains and losses are reported on
a net basis as either finance income or finance cost
depending on whether foreign currency movements
are in a net gain or net loss position.
(n) Government grants
The Group recognises a conditional government
grant relating to the JobKeeper Payment scheme
in the consolidated statement of profit or loss as
a credit to wages and salaries when the grant
becomes receivable.
(o) Income tax
Income tax expense comprises current and deferred
tax. Current and deferred tax are recognised in
profit or loss except to the extent that it relates
to items recognised directly in equity or in other
comprehensive income.
(i) Current tax
Current tax is the expected tax payable or
receivable on the taxable income or loss for the
year, using tax rates enacted or substantively
enacted at the reporting date, and any adjustment
to tax payable in respect of previous years.
(ii) Deferred tax
Deferred tax is recognised in respect of temporary
differences between the carrying amounts of assets
and liabilities for financial reporting purposes and
the amounts used for taxation purposes. Deferred
tax is not recognised for:
> temporary differences on the initial recognition
of assets or liabilities in a transaction that is not
a business combination and that affects neither
accounting nor taxable profit or loss; or
> temporary differences related to investments in
associates to the extent that the Company is
able to control the timing of the reversal of the
temporary differences and it is probable that
they will not reverse in the foreseeable future, and
The measurement of deferred tax reflects the tax
consequences that would follow the manner in
which the Group expects, at the end of the reporting
period, to recover or settle the carrying amount of its
assets and liabilities.
Deferred tax is measured at the tax rates that are
expected to be applied to temporary differences
when they reverse, using tax rates enacted or
substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset if there
is a legally enforceable right to offset current tax
liabilities and assets, and they relate to taxes levied
by the same tax authority on the same taxable
entity, or on different tax entities, but they intend
to settle current tax liabilities and assets on a
net basis or their tax assets and liabilities will be
realised simultaneously.
A deferred tax asset is recognised for unused
tax losses, tax credits and deductible temporary
differences, to the extent that it is probable that
future taxable profits will be available against
which they can be utilised. Deferred tax assets are
reviewed at each reporting date and are reduced
to the extent that it is no longer probable that the
related tax benefit will be realised.
(iii) Tax exposures
In determining the amount of current and deferred
tax the Group takes into account the impact of
uncertain tax positions and whether additional
taxes and interest may be due. This assessment
relies on estimates and assumptions and may
involve a series of judgements about future events.
New information may become available that
causes the Group to change its judgement regarding
the adequacy of existing tax liabilities; such
changes to tax liabilities will impact tax expense in
the period that such a determination is made.
(iv) Tax consolidation
IVE Group Limited and its wholly owned Australian
controlled entities formed a tax consolidated group
on 16 December 2015. As a consequence, these
entities are taxed as a single entity and the deferred
tax asset and liabilities of these entities are offset
in the consolidated financial statements.
(p) Good and services tax (GST)
Revenue, expenses and assets are recognised net
of the amount of GST, except where the amount of
GST incurred is not recoverable from the taxation
authority. In these circumstances, the GST is
recognised as part of the cost of acquisition of the
87
Annual Report 2021 Notes to the consolidated financial statements – continued
3. Significant accounting policies (continued)
asset or as part of an item of expense. Receivables
and payables are shown inclusive of GST.
The net amount of GST recoverable from, or
payable to, the taxation authority is included as
part of receivables or payables in the statement of
financial position.
Cash flows are presented on a gross basis. The GST
components of cash flows arising from investing or
financing activities, which is recoverable from, or
payable to, the taxation authority is classified as
operating cash flows.
(q) Earnings per share
The Group presents basic and diluted earnings per
share data for its ordinary shares. Basic earnings
per share is calculated by dividing the profit or
loss attributable to ordinary shareholders of
the Company by the weighted average number
of ordinary shares outstanding during the year,
adjusted for own shares held. Diluted earnings
per share is determined by adjusting the profit or
loss attributable to ordinary shareholders and
the weighted average number of ordinary shares
outstanding, adjusted for own shares held, for the
effects of all dilutive potential ordinary shares,
which comprise convertible notes and share options
granted to employees.
(r) Segment reporting
Operating segments are reported in a manner
consistent with the internal reporting provided
to the chief operating decision maker. It has been
determined the Board of Directors is the chief
operating decision maker, as they are ultimately
responsible for allocating resources and assessing
performance.
(s) Adoption of new accounting standards and
interpretations
The Group has adopted all new and amended
Australian Accounting Standards and Australian
Accounting Standards Board (AASB) interpretations
that are mandatory for the current reporting
period and relevant to the Group, other than,
the interpretation relating to ‘Configuration
or Customisation Costs in a Cloud Computing
Arrangement’, and these other standards and
interpretations have not resulted in any material
changes to the Group's financial report.
88
Configuration or Customisation Costs in a Cloud
Computing Arrangement
In April 2021, the International Financial Reporting
Standards Interpretations Committee (IFRIC) issued
a final agenda decision, Configuration or
customisation costs in a cloud computing
arrangement.
The decision discusses whether configuration
or customisation expenditure relating to cloud
computing arrangements is able to be recognised
as an intangible asset and if not, over what time
period the expenditure is expensed.
The Group's accounting policy has historically been
to capitalise all costs related to cloud computing
arrangements as intangible assets in the Statement
of Financial Position. The adoption of this agenda
decision could result in a reclassification of these
intangible assets to either a prepaid asset in
the Statement of Financial Position and/or an
expense in the Statement of Profit or Loss and other
Comprehensive Income, impacting both the current
and/or prior periods presented.*
As at 30 June 2021:
> The Group has not adopted this IFRIC agenda
decision as it has yet to complete its assessment
of the impact. The Group expects to adopt this
IFRIC agenda decision in its half year financial
statements ending on 31 December 2021.
> Intangible assets relating to cloud computing
arrangements of approximately $1,000 thousand
have been capitalised on the Statement of
Financial Position and will be subject to this
detailed assessment. In particular, the Group is
determining how much of this amount relates
to the build of a middle ware owned software
that bridges the Group’s source and the cloud
software systems. The cost relating the build of
middle ware would remain as an intangible asset
of the Group.
*As it is impractical to determine the cumulative effect,
at the beginning of the current period, of applying a new
accounting policy to all prior periods, the Group shall
apply the requirement of AASB 101 ‘Accounting Policies,
Changes in Accounting Estimates and Errors’ to adjust the
comparative information to apply the new accounting policy
retrospectively after the detailed assessment is complete
from the earliest date practicable being 1 July 2021. Any
adjustment required from this change will be made to opening
retained earnings.
(t) New standards and interpretations not yet
adopted
There are no new or amended standards and
interpretations that are expected to have a
significant impact on the Group’s consolidated
financial statements.
IVE Group Limited 4. Revenue
The Group’s operations and main revenue streams are those described in Note 1. The tables below provide
information on the Group’s revenue and contract balances derived from contracts with customers.
(a) Disaggregation of revenue
In thousands of AUD
Products and services transferred at a point in time
Services transferred over time
2021
608,816
47,641
656,457
2020
Restated*
626,638
50,724
677,362
*2020 has been restated to exclude discontinued operations, and to re-classify Distributions revenue of $49,979 thousand from
over time to a point in time. The restated disclosure for Distribution has not affected any other section of the consolidated
financial statements.
(b) Contract balances
In thousands of AUD
Receivables, which are included in
‘Trade and other receivables’
Contract assets
Contract liabilities
5. Other income
In thousands of AUD
Other income
6. Personnel expenses
In thousands of AUD
Wages and salaries
Contributions to defined contribution plans
Share-based payment expense
2021
100,530
1,056
8,263
2020
98,552
521
5,805
2021
724
2020
168
2021
153,239
12,468
265
165,972
2020
158,273
13,096
112
171,481
The Group has credited to wages and salaries $16,241 thousand relating to the JobKeeper Payment scheme
(30 June 2020: $16,887 thousand). Refer Note 3(n).
89
Annual Report 2021 Notes to the consolidated financial statements – continued
7. Expenses
Included in the consolidated statement of profit or loss and other comprehensive income:
In thousands of AUD
Depreciation and amortisation
Impairment of goodwill
Acquisition and transaction costs
Restructuring costs
Note
15
8. Finance income and finance costs
In thousands of AUD
Interest income
Derivative net change in fair value
Net foreign exchange gain
Finance income
Interest expense
Financial assets net change in fair value
Net foreign exchange losses
Finance costs
Net finance costs
9. Taxes
In thousands of AUD
Current tax expense
Current year
Changes in estimates related to prior years
Deferred tax expense
Origination and reversal of temporary differences
Total tax expense
90
2021
47,203
-
973
3,190
2021
202
315
-
517
(9,508)
(3,100)
(36)
(12,644)
(12,127)
2021
12,110
(173)
11,937
319
12,256
2020
45,455
40,000
3,570
8,697
2020
102
-
47
149
(10,812)
-
-
(10,812)
(10,663)
2020
Restated*
8,000
255
8,255
2,143
10,398
IVE Group Limited Numerical reconciliation between tax expense and pre-tax accounting profit
In thousands of AUD
Profit (loss) before tax
Tax using the Company’s domestic
tax rate of 30%
(Non-assessable income) / non-deductible
expenses – (net)
Changes in estimates related to prior years
Other items (net)
2021
36,932
(11,080)
1,198
(173)
151
2020
Restated*
(10,363)
(3,109)
13,085
255
167
12,256
10,398
*2020 has been restated to exclude discontinued operations.
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
In thousands of AUD
Property, plant and equipment
Right-of-use assets
Inventories
Intangible assets
Lease liabilities
Employee benefits
Provisions
Other items
Assets
2021
-
-
-
-
Liabilities
Net
2020
1,353
2021
(484)
2020
-
2021
(484)
2020
1,353
-
-
-
(23,440)
(29,146)
(23,440)
(29,146)
(1,342)
(1,510)
(1,342)
(1,510)
(4,613)
(5,934)
(4,613)
(5,934)
32,061
38,442
9,148
2,371
1,260
8,040
2,338
1,712
-
-
-
-
-
-
-
-
32,061
38,442
9,148
2,371
1,260
8,040
2,338
1,712
Tax assets/(liabilities)
44,840
51,885
(29,879)
(36,590)
14,961
15,295
Set off of tax
(29,879)
(36,590)
29,879
36,590
-
-
Net deferred tax assets
14,961
15,295
-
-
14,961
15,295
91
Annual Report 2021 Notes to the consolidated financial statements – continued
9. Taxes (continued)
Movement in temporary differences during the year
2021
In thousands of AUD
Balance
1 July 2020
Disposal of
discontinued
operations
operation
Acquisition
through
business
combination
Recognised
in equity
Recognised
in profit
or loss
Balance
30 June 2021
Property, plant
and equipment
1,353
Right-of-use assets
(29,146)
Inventories
Intangible assets
Lease liabilities
Employee benefits
Provisions
Other items
(1,510)
(5,934)
38,442
8,040
2,338
1,712
15,295
(2)
-
-
143
-
(211)
-
(1)
(70)
-
-
-
-
-
112
-
-
112
-
-
-
-
-
-
-
(57)
(57)
(1,835)
(484)
5,706
(23,440)
168
1,178
(6,381)
1,207
33
(395)
(319)
(1,342)
(4,613)
32,061
9,148
2,371
1,260
14,961
2020
In thousands of AUD
Balance
1 July 2019
Initial
application
of AASB 16
Acquisition
through
business
combination
Recognised
in equity
Recognised
in profit
or loss
Balance
30 June 2020
Property, plant
and equipment
3,221
-
-
Right-of-use assets
-
(30,414)
(4,873)
Inventories
Intangible assets
Lease liabilities
Employee benefits
Provisions
Other items
(1,527)
(4,922)
-
-
-
40,314
7,919
5,386
3,459
13,536
-
(3,684)
(1,445)
4,771
-
(2,242)
4,790
973
412
-
(940)
-
-
-
-
-
-
-
71
71
(1,868)
1,353
6,141
(29,146)
17
1,230
(6,662)
(852)
224
(373)
(1,510)
(5,934)
38,442
8,040
2,338
1,712
(2,143)
15,295
The gross amount of capital losses for which no deferred tax asset is recognised is $2,054 thousand
(2020: $654 thousand). There is no expiry date for these losses.
92
IVE Group Limited 10. Cash and cash equivalents
In thousands of AUD
Bank balances
Petty cash
Cash and cash equivalents in the
statement of cash flows
Reconciliation of cash flows from operating activities
In thousands of AUD
Profit (loss) from continuing operations
Profit (loss) from discontinued operations
Non-cash items
Depreciation, amortisation and impairment
Impairment of goodwill
Share based payment expense
Derivative net change in fair value
Interest expense
Financial assets net change in fair value
Restructuring costs
Income tax expense
Other income
Cash items
Acquisition in investing activities
Net gain/(loss) on disposal of property,
plant and equipment
Change in trade and other receivables
Change in inventories
Change in current assets
Change in prepayment
Change in trade and other payables
Change in provisions and employee benefits
Cash generated from operating activities
Income tax paid
Net cash from operating activities
2021
106,468
6
2020
51,633
7
106,474
51,640
2021
24,676
628
47,203
-
265
(315)
630
3,100
-
12,256
675
570
439
90,127
735
12,461
1,773
(520)
13,178
1,076
118,830
(12,064)
106,766
2020
Restated*
(20,761)
1,606
45,455
40,000
112
-
659
-
727
10,398
-
-
(683)
77,513
25,489
9,792
1,382
1,381
(23,082)
(4,632)
87,843
(8,896)
78,947
93
Annual Report 2021 Notes to the consolidated financial statements – continued
11. Trade and other receivables
In thousands of AUD
Current
Trade receivables
Allowance for impairment
Derivative receivable
Other receivables
Lease receivable
12. Inventories
In thousands of AUD
Finished goods
Work in progress
Raw materials
Allowance for inventory obsolescence
2021
2020
101,530
(2,008)
99,522
315
571
-
98,552
(2,220)
96,332
-
6,925
333
100,408
103,590
2021
3,368
13,578
28,198
45,144
(1,300)
43,844
2020
3,377
8,748
45,102
57,227
(960)
56,267
During the year, raw materials, consumables and changes in finished goods and work in progress recognised
as cost of sales amounted to $340,465 thousand (2020: $364,382 thousand).
During 2021 financial year an analysis of aged inventory and previous write-offs was performed which
resulted in an increase in provision amounting to $340 thousand.
94
IVE Group Limited 13. Property, plant and equipment
In thousands of AUD
Cost
Leasehold
improvements
Plant and
equipment
restated*
Capital
work in
progress
Land
and
buildings
Fixtures
and
fittings
Total
Balance at 1 July 2019
18,476
175,995
3,482
Initial application of AASB 16
(1,186)
(31,610)
-
Adjusted balance 1 July 2019
17,290
144,385
3,482
Acquisitions through
business combination
Additions
Transfer within PPE
Disposals
Balance at 30 June 2020
restated*
756
1,925
973
1,795
2,078
-
(1,988)
-
-
(2,078)
-
19,971
147,243
1,404
Balance at 1 July 2020
19,971
147,243
1,404
-
-
-
-
-
-
-
-
Acquisitions through
business combination
Additions
Transfer within PPE
Disposals
-
1,926
-
4,138
97
-
-
(97)
-
(1,412)
2,000
-
-
1,619
199,572
-
(32,796)
1,619
166,776
200
392
1,929
4,112
-
-
(1,988)
2,211
170,829
2,211
170,829
-
110
2,000
6,174
-
-
(1,412)
Balance at 30 June 2021
21,897
150,066
1,307
2,000
2,321
177,591
Depreciation and impairment losses
Balance at 1 July 2019
Initial application of AASB 16
Adjusted balance 1 July 2019
Depreciation for the year
Disposals
Balance at 30 June 2020
Balance at 1 July 2020
Depreciation for the year
Disposals
5,225
(228)
4,997
1,915
58,293
(13,311)
44,982
12,519
-
(1,645)
6,912
6,912
2,027
-
55,856
55,856
12,103
(502)
Balance at 30 June 2021
8,939
67,457
-
-
-
-
-
-
-
-
-
Carrying amounts
At 1 July 2020 restated*
At 30 June 2021
13,059
91,387
12,958
82,609
1,404
1,307
-
-
-
-
-
-
-
-
-
-
2,000
776
64,294
-
(13,539)
776
153
-
929
929
144
-
50,755
14,587
(1,645)
63,697
63,697
14,274
(502)
1,073
77,469
1,282
1,248
107,132
100,122
*The cost of PPE is held in capital work in progress account till it is available for use. A restatement has been made to transfer
$2,660 thousand from this account to intangible asset (Note 15). This amount and capital work in progress was previously part of
the plant and equipment account.
Security
At 30 June 2021 the carrying amount of total assets less the written down value of finance leased assets were
held as security for bank facilities.
95
Annual Report 2021 Notes to the consolidated financial statements – continued
14. Leases
A. Leases as lessee
The Group leases warehouses and factory facilities. The leases typically run up to a period of 10 years, with
an option to renew the lease after that date. Lease payments are renegotiated periodically to reflect market
rentals. Some leases provide for additional rent payments that are based on changes in local price indices.
These leases were entered into many years ago as combined leases of land and buildings.
One of the Group’s properties has been sub-let. The lease and sub-lease has expired in 2021.
The Group also leases production equipment under a number of leases with contract terms of one to
five years.
The Group leases IT equipment with contract terms of one to three years. These leases are short term and/or
leases of low-value items. The Group has elected not to recognise right-of-use assets and lease liabilities for
these leases. Information about leases for which the Group is a lease is presented below.
(i) Right-of-use assets
The Group presents right-of-use assets that do not meet the definition of investment property in the
statement of financial position. Right-of-use assets that meet the definition of investment property are
presented within lease receivable. The carrying amounts of right-of-use assets are as below.
Property, plant and equipment
In thousands of AUD
Property
Production
equipment
93,725
(17,801)
16,293
544
(879)
91,882
91,882
(18,513)
3,370
(193)
76,546
Balance as at 1 July 2019
Depreciation charge for the year
Acquisitions through business combination
Additions to right-of-use assets
Disposals of right-of-use assets
Balance as at 30 June 2020
Balance as at 1 July 2020
Depreciation charge for the year
Additions to right-of-use assets
Disposals of right-of-use assets
Balance as at 30 June 2021
(ii) Amounts recognised in profit or loss
In thousands of AUD
Interest on lease liabilities
Income from sub-leasing right-of-use assets
credited within ‘expenses’
Expenses relating to short-term leases
Expenses relating to leases of low-value assets,
excluding short-term leases of low-value assets
(iii) Amounts recognised in statement of cash flows
In thousands of AUD
Total cash outflow for leases
96
26,912
(6,897)
-
3,651
-
23,666
23,666
(7,448)
3,464
-
19,682
2021
4,293
134
134
829
2021
33,636
Total
120,637
(24,698)
16,293
4,195
(879)
115,548
115,548
(25,961)
6,834
(193)
96,228
2020
5,042
120
207
819
2020
32,014
IVE Group Limited (iv) Extension options
Some property leases contain extension options exercisable before the end of the non-cancellable contract
period. Where practicable, the Group seeks to include extension options in new leases to provide operational
flexibility. The extension options held are exercisable only by the Group and not by the lessors. The Group
assesses at lease commencement date whether it is reasonably certain to exercise the extension options.
The Group reassesses whether it is reasonably certain to exercise the options if there is significant event or
changes in circumstances within its control.
B. Leases as lessor
The Group leases out some its leased properties. All leases are classified as operating leases from a lessor
perspective with the exception of a sub-lease, which the Group classified as a finance sub-lease. This finance
sub-lease ended during April 2021.
(i) Finance lease
During the year, the Group recognised zero interest income on lease receivables (2020: $23 thousand).
The following table sets out the maturity analysis of lease receivables, showing the undiscounted lease
payments to be received after the reporting date.
In thousands of AUD
Less than one year
Total undiscounted lease receivable
Unearned finance income
Net investment in the lease
(ii) Operating lease
2021
2020
-
-
-
-
333
333
-
333
The Group has classified some sub-leased property as operating leases, because they do not transfer
substantially all of the risks and rewards incidental to the ownership of the assets.
Rental income recognised by the Group during the year was $134 thousand (2020: $120 thousand).
The following table sets out a maturity analysis of lease payments, showing the undiscounted lease
payments to be received after the reporting date.
In thousands of AUD
Less than one year
Between one to five years
More than five years
Total
2021
86
155
-
241
2020
134
241
-
375
97
Annual Report 2021 Notes to the consolidated financial statements – continued
15. Intangible assets and goodwill
In thousands of AUD
Note
Goodwill
Computer
software
restated*
Capital
work in
progress
restated*
Customer
relationships
Total
Cost
Balance at 1 July 2019
Acquisitions through
business combination
Other additions
Balance at 30 June 2020
restated*
Balance at 1 July 2020
Disposal
Transfer to computer
software
Other additions
Balance at 30 June 2021
Amortisation and
impairment losses
Balance at 1 July 2019
Amortisation for the year
Impairment losses
Balance at 30 June 2020
Balance at 1 July 2020
Amortisation for the year
Balance at 30 June 2021
Carrying amounts
At 1 July 2020 restated*
At 30 June 2021
143,617
11,038
13,061
-
808
4,212
156,678
16,058
156,678
(9,984)
16,058
(487)
33
824
-
2,066
2,890
2,890
-
1,454
(1,454)
28,616
184,095
7,653
21,522
-
6,278
36,269
211,895
36,269
(478)
211,895
(10,949)
-
-
-
4,001
-
146,694
4,001
21,026
-
-
40,000
40,000
40,000
-
40,000
116,678
106,694
8,355
2,245
-
10,600
10,600
3,110
13,710
5,458
7,316
-
1,436
35,791
204,947
-
-
-
-
-
-
-
-
-
12,128
4,098
-
16,226
16,226
3,926
20,152
20,483
6,343
40,000
66,826
66,826
7,036
73,862
2,890
1,436
20,043
15,639
145,069
131,085
*2020 has been restated to include capital work in progress transferred from PPE (Note 13) of $2,660 thousand relating to
computer software.
For the year ended 30 June 2021 no impairment of goodwill has been recognised (2020: $40,000 thousand).
Impairment testing for cash-generating units containing goodwill
The Group completes impairment testing for eight CGUs/groups of CGUs. The carrying amount of any goodwill
summarised by operating division is set out below:
In thousands of AUD
Production (Franklin WEB CGU)
Production & Distribution (group of CGUs)
Data-Driven Communications (group of CGUs)
2021
29,141
39,047
38,506
106,694
2020
29,141
39,047
48,490
116,678
98
IVE Group Limited Goodwill impairment test is performed by applying value in use calculations. The calculations for all CGU’s
use cash flow projections based on budgeted EBITDA approved by the Board. The EBITDA has been developed
using past experience and industry knowledge. A post-tax WACC rate of 7.6% to 8.9% (2020: 8.56% to 11.5%)
has been used based on the size and nature of each CGU. A 1% to 2% (2020: 1% to 2%) growth allowance in
the 5 year cash flow projections and terminal growth has been used based on management’s estimate of the
long-term compound EBITDA growth rate, consistent with the assumptions that a market participant would
make. Whilst the near-term future economic consequences of COVID-19 remain uncertain, the experience to
date of the impacts of COVID-19 has been taken into consideration in the preparation of the projected cash
flows for the FY22 budget and the business plans for FY23 to terminal value.
As at 30 June 2021, the amount by which the estimated recoverable amount exceeded the carrying amount
for the CGU’s impaired in the previous year were: 'Franklin Web' CGU $41,014 thousand, and 'Distribution'
CGU $14,046 thousand . Management has identified that a reasonably possible change in assumptions
could cause the carrying amount to exceed the recoverable amount. An increase in WACC of 0.5% combined
with a decrease of forecast EBITDA over the 5 year projection period of 18% for 'Franklin WEB' and 39% for
'Distribution' CGU would reduce the recoverable amount to be equal to the carrying amount.
There are no other reasonable possible changes in assumptions that would give rise to impairment
16. Trade and other payables
In thousands of AUD
Current
Trade payables
Accrued expenses
Forward exchange contracts used for hedging
17. Loans and borrowings
In thousands of AUD
Current
Equipment finance
Non-current
Bank loan
Equipment finance
Bank loan
2021
2020
64,909
26,810
1,076
92,795
59,264
24,205
559
84,028
2021
2020
2,791
3,102
159,424
7,620
167,044
159,095
10,760
169,855
As at 30 June 2021, the amended Syndicated Facilities Agreement has a carrying amount of $159,424
thousand and face value of $160,000 thousand (2020: carrying amount of $159,095 thousand and face value
of $160,000 thousand). These facilities have an interest rate of BBSY plus a margin, and mature on 5 April
2023. The Group was in compliance with all loan covenants as at 30 June 2021.
99
Annual Report 2021 Notes to the consolidated financial statements – continued
18. Employee benefits
In thousands of AUD
Current
Liability for long service leave
Liability for annual leave
Non-current
Liability for long service leave
19. Provisions
In thousands of AUD
Restructuring
Balance at 1 July 2020
Provisions made during the year
Provisions reversed during the year
Balance at 30 June 2021
Current
Non-current
147
-
(147)
-
-
-
-
2021
2020
8,931
9,919
18,850
6,568
25,418
Make
good
4,421
495
(171)
4,745
-
4,745
4,745
8,150
8,846
16,996
6,700
6,700
Total
4,568
495
(318)
4,745
-
4,745
4,745
100
IVE Group Limited 20. Share-based payments
During the year ended 30 June 2021, the Company granted Performance Share Rights (Rights) under the Equity
Incentive Plan (EIP). The Rights are an entitlement to receive fully paid ordinary IVE Group Limited Shares on a
one-for-one basis. Further details on the Rights are described below.
Type of arrangement
Date of grant
Number granted
Contractual life
Vesting conditions
Weighted average fair value
Valuation methodology
Expected dividend
Other key valuation assumptions
Share price at valuation date
Expected volatility
Risk free interest rate
Dividend yield
Senior Leadership Team Award
24 November 2020*
1,884,613
3 years and 2 months
The Rights are subject to the following
Performance Conditions: sixty percent of the
Rights are referenced against achieving Earnings
Per Share Target (EPS), and forty percent
are referenced against achieving Relative
Shareholder Return (TSR) target. The performance
period is 1 July 2020 to 30 June 2023 inclusive. The
vesting date is expected to be on or soon after the
approval of IVE’s 2023 Annual Financial Report.
$0.52
The EPS target was calculated using a risk-neutral
assumption, whereas the TSR target has been
valued using a Monte Carlo simulation approach.
Holders of performance share rights are not
entitled to receive dividends prior to vesting.
$0.79
45%
0.23%
10.6%
*Share rights issued to Directors required shareholder approval. This occurred at the Group’s 2020 Annual General Meeting.
During the year, 1,885 thousand Rights were granted (2020: 647 thousand), 159 thousand lapsed
(2020: 98 thousand), and 3,061 thousand remain outstanding (2020: 1,335 thousand).
Total expense relating to share-based payments has been disclosed in Note 6 of this consolidated
financial statements.
101
Annual Report 2021 Notes to the consolidated financial statements – continued
21. Capital and reserves
Issued and paid up capital (In thousands of AUD)
142,756,952 (June 2020: 148,207,285)
ordinary shares fully paid
Movement in ordinary share capital
Date
Details
1-Jul-19
2-Sep-19
30-Jun-20
1-Jul-20
Opening balance
Issue of shares under the
Equity Incentive Plan
Closing balance
Opening balance
21 December 2020 to
30 June 21
Share buyback (including
transaction costs)
2021
149,066
2020
156,502
Number of
shares
148,179,157
Issue
price
28,128
$1.21
148,207,285
148,207,285
(5,450,333)
highest
price paid:
$1.59 /
lowest
price paid
$1.23
Total
$’000
156,468
34
156,502
156,502
(7,436)
30-Jun-21
Closing balance
142,756,952
149,066
Dividends
On 25 August 2021, the directors have declared a fully franked dividend of 7.0 cents per share to be paid
on 14 October 2021 to shareholders on the register at 15 September 2021. The final dividend payout is
$9,993 thousand (2020: nil). A liability has not been recognised as the dividend was declared after the
reporting date.
The following dividends were declared and paid during the year ended 30 June 2021:
In thousands of AUD
2021
Interim 2020 ordinary
Cents per
share
Total
amount
Date of
payment
7.0
10,282
15 April 2021
On 15 April 2021 a dividend of 7 cents per share (100% franked) was declared and paid by the directors. The
dividend was paid out of opening retained profits and profits earned up to that date.
The following dividends were declared and paid during the year ended 30 June 2020:
In thousands of AUD
2020
Final 2019 ordinary
Dividend franking account
In thousands of AUD
Amount of franking credits available to
shareholders of IVE Group Limited for subsequent
financial years
Cents per
share
Total
amount
Date of
payment
7.7
11,412
24 October 2019
2021
16,441
2020
8,839
The ability to utilise the franking credits is dependent upon the ability to declare dividends.
102
IVE Group Limited 22. Earnings per share
In dollars
Basic earnings (loss) per share
Diluted earnings (loss) per share
Basic earnings (loss) per share – continuing operations
Diluted earnings (loss) per share – continuing operations
In thousands
Earnings
2021
0.20
0.20
0.17
0.17
2020
Restated*
(0.14)
(0.14)
(0.14)
(0.14)
Profit (loss) after income tax attributable to owners of the Company
used in calculating basic and diluted earnings per share
29,481
(20,189)
Profit (loss) after income tax attributable to owners of the
Company used in calculating basic and diluted earnings per
share – continuing operations
Weighted average number of ordinary shares
24,676
(20,761)
Weighted average number of ordinary shares used in calculating
basic earnings per share
146,851
148,202
Weighted average number of ordinary shares used in calculating
diluted earnings per share
147,734
148,635
*2020 has been restated to exclude discontinued operations.
23. Acquisitions
On 30 October 2020, IVE acquired selected assets of Australian Community Media’s (ACM) web offset printing
operation in Mandurah, Western Australia. It is being integrated into IVE’s Production & Distribution business.
The following summarises the major classes of consideration transferred, and the provisionally recognised
amounts of assets acquired and liabilities assumed at the acquisition date:
In thousands of AUD
Consideration transferred
Initial cash paid
Completion adjustment received*
Identifiable assets acquired and liabilities assumed
Inventories
Property, plant and equipment
Deferred tax assets/(liabilities)
Employee benefits
Goodwill on acquisition
Total
2,000
(223)
1,777
37
2,000
112
(372)
1,777
-
*The completion adjustment includes working capital and balance sheet date adjustments. These adjustments are made in the
ordinary course of a transaction to reflect the difference between normalised expectations around balance sheet items at the
time of signing and actual balances on transaction completion.
103
Annual Report 2021 Notes to the consolidated financial statements – continued
23. Acquisitions (continued)
Management have measured the assets and liabilities acquired at fair value. The fair value of property,
plant and equipment, and deferred tax assets is final. If new information obtained within one year from the
acquisition date about facts and circumstances that existed at the acquisition date identifies adjustments to
the above amounts, or any additional provisions that existed at the acquisition date, then the accounting for
the acquisition will be revised.
The business of ACM is being integrated into IVE. The profit before tax contribution of these acquisitions
are indistinguishable from existing business unit results. On this basis a disclosure of profit before tax is
impracticable. The total revenue since acquisition is $5,734 thousand. Individually this business is considered
immaterial.
If this acquisition had occurred from beginning of the reporting period the combined Group revenue would
have been estimated at $659,888 thousand. The Group has not estimated the profit before tax for the reasons
provided above.
Acquisition-related costs totaling $78 thousand has been included in Other expenses in the Group’s
consolidated statement of profit or loss and other comprehensive income.
24. Operating segments
The Group has identified one operating segment (whole of business) based on the internal reports that are
reviewed and used by the Board (Chief Operating Decision Maker or 'CODM') in assessing performance and in
determining the allocation of resources. The Board reviews the internal report
on a monthly basis.
The key measure of performance used by the CODM to assess performance is earnings before interest, tax,
depreciation and amortisation (EBITDA).
A reconciliation of the reportable segment's EBITDA to profit before income tax expense is shown below. Profit
and loss, total assets and liabilities for the reportable segment is consistent with the primary statements
included in this consolidated interim financial report.
In thousands of AUD
EBITDA
Depreciation, amortisation and impairment
Net finance costs
Profit (loss) before income tax
*2020 has been restated to exclude discontinued operations.
2021
96,262
(47,203)
(12,127)
36,932
2020
Restated*
85,755
(85,455)
(10,663)
(10,363)
104
IVE Group Limited 25. Financial risk management and financial instruments
Overview
The Group has exposure to the following risks from its use of financial instruments:
a. credit risk
b.
liquidity risk
c. market risk
This note presents information about the Group's exposure to each of the above risks, the Group's objectives,
policies and processes for measuring and managing risk, and the Group's management of capital. Further
quantitative disclosures are included throughout these consolidated financial statements.
Risk management framework
The Company's board of directors has overall responsibility for the establishment and oversight of the
Group’s risk management framework. The CFO is responsible for developing and monitoring the Group’s risk
management policies. He reports regularly to the Board of Directors on its activities.
The Group’s risk management policies are established to identify and analyse the risks faced by the Group,
to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management
policies and systems are reviewed regularly to reflect changes in market conditions and the Group activities.
The Group, through its training and management standards and procedures, aims to maintain a disciplined
and constructive control environment in which all employees understand their roles and obligations.
The Group Audit Committee oversees how management monitors compliance with the Group’s risk
management policies and procedures, and reviews the adequacy of the risk management framework in
relation to the risks faced by the Group.
Credit 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 receivables from customers.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to
credit risk at the reporting date was:
In thousands of AUD
Cash and cash equivalents
Trade and other receivables
Financial assets
Note
10
11
Carrying amounts
2021
106,474
100,408
1,762
2020
51,640
103,590
-
208,644
155,230
105
Annual Report 2021 Notes to the consolidated financial statements – continued
25. Financial risk management and financial instruments (continued)
Trade receivables
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer.
However, management also considers the factors that may influence the credit risk of its customer base,
including the default risk associated the industry under the current economic environment. Additional
allowances have been made for this uncertainty.
The Group has no significant concentrations of credit risk. The Group has policies in place to ensure that sales
of services are made to customers with an appropriate credit history based on enquiries through the Group’s
Finance department. Ongoing customer credit performance is monitored on a regular basis.
The aging of the trade and other receivables at the end of the reporting period that were not impaired
was as follows:
In thousands of AUD
Neither past due nor impaired
Past due 1–30 days
Past due 31–90 days
Past due 91 days and over
Carrying amounts
2021
60,345
27,405
10,527
3,824
102,101
2020
58,711
29,566
8,527
9,006
105,810
The movement in the allowance for impairment in respect of receivables during the year was as follows:
In thousands of AUD
Balance at beginning of the year
Assumed in a business combination in current year
Impairment loss recognised
Amounts written off
Balance at end of year
2021
2,220
-
524
(736)
2,008
2020
1,814
151
1,247
(992)
2,220
106
IVE Group Limited Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with
its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach
to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its
liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or
risking damage to the Group’s reputation.
The Group manages working capital and forecasts cash flow to meet its financial obligations.
The Group also has undrawn facility of $30,000 (2020: $30,000) for general corporate and working capital
purpose. The facility will mature on 5 April 2023.
The following are the remaining contractual maturities of financial liabilities at the reporting date.
The amounts are gross and undiscounted, and include estimated interest payments:
30 June 2021
In thousands of AUD
Non-derivative financial liabilities
Trade and other payable
Lease liabilities
Equipment finance
Bank loans
Derivative financial liabilities
Forward exchange contracts
used for hedging
30 June 2020
In thousands of AUD
Non-derivative financial liabilities
Trade and other payable
Lease liabilities
Equipment finance
Bank loans
Derivative financial liabilities
Forward exchange contracts
used for hedging
Contractual cash flows
Carrying
amount
Total
12 mths
or less
1-5
years
More than
5 years
91,719
91,719
119,760
129,725
10,411
11,051
159,424
168,414
91,719
27,937
3,194
3,056
-
92,723
7,857
165,358
-
9,065
-
-
381,314
400,909
125,906
265,938
9,065
1,076
1,076
1,076
1,076
1,076
1,076
-
-
-
-
Contractual cash flows
Carrying
amount
Total
12 mths
or less
1-5
years
More than
5 years
83,469
83,469
142,427
160,560
13,862
14,753
159,095
172,917
83,469
34,343
3,332
3,441
-
-
104,164
22,053
11,421
169,476
-
-
398,853
431,699
124,585
285,061
22,053
559
559
559
559
559
559
-
-
-
-
107
Annual Report 2021 Notes to the consolidated financial statements – continued
25. Financial risk management and financial instruments (continued)
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, equity prices and interest
rates will affect the Group’s income or the value of its holdings of financial instruments. The objective of
market risk management is to manage and control market risk exposures within acceptable parameters,
while optimising the return.
Currency risk
The Group is exposed to currency risk to the extent that there is a mismatch between the currencies in
which purchases are denominated and the respective functional currencies of Group entities. The functional
currency of the Group is the Australian dollar (AUD). The currencies in which these transactions are primarily
denominated are Euro, US dollars and AUD.
During the year, 3% (2020: 9%) of total group purchases were made in foreign currencies. The Group has
used forward exchange contracts to hedge its currency risk, most with a maturity of less than one year
from the reporting date. These forward exchange contracts has been designated as a cash flow hedge, and
have a zero fair value at the reporting date (2020: $6 thousand). The Group has performed effectiveness
testing and recognised the full fair value amount net of deferred tax of zero thousand in other comprehensive
income (2020: $4 thousand). Based on the results of the test no in-effectiveness has been recognised in the
profit or loss.
Exposure to currency risk
The summary quantitative data about the Group’s exposure to currency risk as reported to the management
of the Group is as follows:
In thousands of AUD
Equipment finance loan
Next three months forecast purchases
Forward exchange contracts
Net exposure
Sensitivity analysis
As at 30 June 2021
As at 30 June 2020
Euro
6,860
-
(6,860)
-
NZD
-
1
(1)
-
Euro
8,820
1,346
(10,166)
-
USD
-
1
(1)
-
The impact of exchange rate movements on profit is subject to other variables including movement in market
prices. The impact of exchange rate movements on profit and loss is not material.
Interest rate risk
The Group has entered into interest rate swap contracts to minimise its variable interest exposure on bank
loans. As at 30 June 2021, after taking into account the effect of the interest rate swaps $94,424 thousand
of the carrying amount of the bank loan is exposed to variable rates. The interest rate swap has been
designated as a fair value hedge. Its fair value at reporting date was $315 thousand (2020: nil).
108
IVE Group Limited Exposure to interest risk
At the reporting date the interest rate profile of the Group’s interest-bearing financial instruments was:
In thousands of AUD
Fixed rate instruments
Financial liabilities – leases liabilities
Financial liabilities – equipment finance
Effect of interest rate swaps – notional amount
Variable rate instruments
Financial assets – bank balances
Financial liabilities – bank loans
Effect of interest rate swaps – notional amount
Carrying amounts
2021
2020
(119,760)
(10,411)
65,000
(65,171)
106,474
(160,000)
65,000
11,474
(142,427)
(13,862)
-
(156,289)
51,633
(160,000)
-
(108,367)
Fair value sensitivity analysis for fixed rate instruments
The Group accounts for any fixed rate financial assets and liabilities at fair value through profit or loss.
Cash flow sensitivity analysis for variable rate instruments
A change of 10 basis points in interest rates at the reporting date would have increased (decreased) equity
and profit or loss by $11 thousand (2020: $108 thousand). This analysis assumes that all other variables, in
particular foreign currency rates, remain constant. The analysis is performed on the same basis as 2020.
109
Annual Report 2021 Notes to the consolidated financial statements – continued
25. Financial risk management and financial instruments (continued)
Measurement of fair values
The table below gives information on the valuation technique and unobservable inputs of financial assets or
liabilities categorised as a Level 2 in the fair value hierarchy.
Type
Valuation technique
Financial
asset
Interest rate
swaps
Forward
exchange
contracts
The valuation is based on market
share price of the investee after
taking into account the Group’s
economic interest, and lack of
voting rights and marketability.
The fair value is calculated using
the present value of the estimated
future cash flow based on
observable yield curves.
The fair value is determined using
quoted forward exchange rates and
present value of estimated future
cash flow based on observable
yield curves.
Fair values versus carrying amounts
Significant
unobservable inputs
The Group’s economic
interest, and lack
of voting rights and
marketability.
Relationship between
the fair value and
unobservable inputs
The unobservable
inputs are applied as
a fixed percentage
discount to the
fair value.
Not applicable
Not applicable
Not applicable
Not applicable
As at the reporting date, the carrying value of other financial assets and liabilities as at the end of the
financial year are considered to approximate their fair value.
Capital management
The primary objective of the Group's capital management is to maintain a strong capital base through cash
flow management in order to sustain future development of the business and maximise shareholder value.
There were no changes in the Group's approach to capital management during the year. The Group is subject
to externally imposed capital requirements (being financial loan covenants – refer to Note 17).
110
IVE Group Limited 26. Capital commitments
As at 30 June 2021, the Group has $950 thousand commitment to purchase plant and equipment (2020: nil).
27. Related parties
Key management personnel compensation
Key management personnel compensation comprised the following:
In AUD
Short-term employee benefits
Post-employee benefits
Share-based payments
Related party transactions and outstanding balances
In AUD
2021
2020
3,249,298
2,325,354
113,598
163,752
106,342
124,758
3,526,648
2,556,454
Transaction
value year
ended
30 June 2021
Transaction
value year
ended
30 June 2020
Caxton Property Developments Pty Ltd – sales
3,606
-
Paul Selig (director of the Company), holds positions in Caxton Property Developments Pty Ltd that results in
him having control or significant influence over the financial or operating policies of this entity.
During the year ending 30 June 2021, the Group sold goods and services to Caxton Property Developments
Pty Ltd.
The terms and conditions of the transactions above were no more favourable than those available, or which
might reasonably be expected to be available, on similar transactions to other third parties on an arm’s
length basis.
111
Annual Report 2021 Notes to the consolidated financial statements – continued
28. Group entities
Ultimate parent entity
IVE Group Limited
Controlled entities
Caxton Print Group Holdings Pty Limited
Caxton Print Group Pty Limited
IVE Group Australia Pty Limited
IVE Group Victoria Pty Limited
Task 2 Pty Limited
Pareto Fundraising Pty Limited
Pareto Phone Pty Limited
James Bennett & Associates Pty Limited
IVE Employment (Australia) Pty Limited
IVE Employment (Victoria) Pty Limited
Taverners No. 13 Pty Limited
AIW Printing (Aust) Pty Limited
AIW Printing Unit Trust
IVE Group Asia Limited
Guangzhou IVE Trading Company Limited
IVE Singapore Pte Limited
SEMA Holdings Pty Ltd
SEMA Infrastructure Pty Ltd
SEMA Operations Pty Ltd
John W Gage & Co Pty Ltd
IVE Distribution Pty Ltd
Lasoo Pty Ltd
Reach Media New Zealand Limited
Ownership
2021
%
2020
%
100
100
100
100
100
100
-
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
All entities are incorporated in Australia except for: IVE Group Asia Limited (incorporated in Hong Kong, China), Guangzhou IVE
Trading Company Limited (incorporated in China), IVE Singapore Pte Limited (incorporated in Singapore), and Reach Media New
Zealand Limited (incorporated in New Zealand).
112
IVE Group Limited 29. Parent entity disclosures
As at, and throughout, the financial year ending 30 June 2021 the parent entity of the Group was
IVE Group Limited.
In thousands of AUD
Result of parent entity
Profit/(loss) for the year
Other comprehensive income
Total comprehensive income for the year
Financial position of parent entity at year/period end
Current assets
Total assets
Current liabilities
Total liabilities
Total equity of the parent entity comprising of:
Share capital
Other equity reserve
Accumulated losses (net of dividend paid)
Total equity
2021
(0.2)
-
(0.2)
574
47,887
171
171
280,378
(146,662)
(86,000)
47,716
2020
(0.4)
-
(0.4)
31
65,504
104
104
287,781
(146,662)
(75,719)
65,400
IVE Group Limited was incorporated on 10 June 2015, but did not undertake any trading activities until its listing (IPO) on the
Australian Stock Exchange (ASX) on 16 December 2015 where it also contemporaneously acquired Caxton Print Group Holdings Pty
Ltd (CPGH).
An internal restructure took place resulting in IVE Group Limited becoming the holding company of CPGH. The Directors elected
to account for the restructure as a capital re-organisation rather than a business combination. In the Directors' judgement,
the continuation of the existing accounting values is consistent with the accounting that would have occurred if the assets
and liabilities had already been in a structure suitable to IPO and most appropriately reflects the substance of the internal
restructure. As such, the consolidated financial statements of the new IVE Group have been presented as a continuation of the pre -
existing accounting values of assets and liabilities in CPGH's financial statements.
Accordingly, the other equity reserve represents the difference between the fair value of the share capital at the date of the IPO
and historical book values of the assets and liabilities of the Group.
30. Subsequent events
Aside from below, there have been no other events subsequent to balance date which would have a material
effect on the Group's consolidated financial statements at 30 June 2021.
On 6 August 2021, the Group voluntarily repaid $50,000 thousand, and cancelled $35,000 thousand of the
available facility. The Group also terminated an interest rate swap hedge entered earlier in the year.
113
Annual Report 2021 Notes to the consolidated financial statements – continued
31. Auditors' remuneration
In AUD
Audit services
Auditors of the Company – KPMG
Audit and review of financial reports
Other services
Auditors of the Company – KPMG
Taxation services
Transaction services
2021
2020
391,460
391,460
403,220
403,220
116,829
90,950
207,779
52,867
681,400
734,267
32. Deed of cross guarantee
Pursuant to ASIC Corporations (Wholly owned
Companies) Instrument 2016/785 the wholly-owned
subsidiaries listed below are relieved from the
Corporations Act 2001 requirements for preparation,
audit and lodgement of financial reports, and
directors’ reports.
It is a condition of the Instrument that the Company
and each of the subsidiaries enter into a Deed of
Cross Guarantee. The effect of the Deed is that the
Company guarantees to each creditor payment in
full of any debt in the event of winding up of any
of the subsidiaries under certain provisions of the
Corporations Act 2001. If a winding up occurs under
other provisions of the Act, the Company will only
be liable in the event that after six months any
creditor has not been paid in full. The subsidiaries
have also given similar guarantees in the event that
the Company is wound up.
The Company and its subsidiaries amended its Deed
of Cross Guarantee on 30 October 2020.
The subsidiaries subject to the Deed are:
a. Caxton Print Group Holdings Pty Limited
b.
c.
IVE Group Australia Pty Limited
IVE Group Victoria Pty Limited
d. Caxton Print Group Pty Limited
e. Task 2 Pty Limited
f.
Pareto Fundraising Pty Limited
g. James Bennett & Associates Pty Limited
h.
IVE Employment (Australia) Pty Limited
i.
j.
IVE Employment (Victoria) Pty Limited
Taverners No. 13 Pty Limited
k. AIW Printing (Aust) Pty Limited
l.
SEMA Holdings Pty Limited
m. SEMA Infrastructure Pty Limited
n. SEMA Operations Pty Limited
o. John W. Gage & Co Pty Limited
p.
IVE Distribution Pty Limited
A consolidated statement of profit or loss and other
comprehensive income and consolidated statement
of financial position, comprising the Company and
controlled entities which are a party to the Deed,
after eliminating all transactions between parties
to the Deed of Cross Guarantee, for the year ended
30 June 2021 is not materially different to that set
out on pages 74 and 77 of this financial report.
114
IVE Group Limited 33. Discontinued operation
On 30 October 2020, the Group sold its telefundraising business (Pareto Phone Pty Ltd).
In the previous financial year the Group closed down its Asian operation.
(i) Results of discontinued operation
In thousands of AUD
Note
2021
Revenue
Cost of sales
Gross profit
Production expenses
Administrative expenses
Results from operating activities
Finance income
Net gain on sale of discontinued operation
Profit before tax
Income tax expense
Profit from discontinued operations
*2020 has been restated to include telefundraising.
4,695
(109)
4,586
(1,649)
(2,033)
904
-
4,177
5,081
(276)
4,805
2020
Restated*
15,057
(629)
14,428
(6,534)
(6,304)
1,590
16
1,606
(1,034)
572
The profit from the discontinued operation of $4,805 thousand (2020: loss of $572 thousand) is attributable
entirely to the owners of the Company.
(ii) Cash flows from (used in) discontinued operation
In thousands of AUD
Net cash used in operating activities
Net cash from investing activities
2021
628
15,165
2020
1,979
-
115
Annual Report 2021 Notes to the consolidated financial statements – continued
33. Discontinued operation (continued)
(iii) Net gain on sale of discontinued operation (Telefundraising)
In thousands of AUD
Consideration received
Initial cash received
Completion adjustment paid*
Assets and liabilities disposed
Cash
Receivables
Prepayment
Deferred tax assets
Other assets
Property, plant and equipment
Intangible asset
Trade creditors
Employee benefits
Provisions
Costs incurred
Net gain on sale of sale of discontinued operation
Total
16,500
(250)
16,250
(467)
(1,134)
(102)
(70)
(98)
(213)
(10,947)
231
1,302
44
(11,454)
(619)
4,177
*The completion adjustment includes working capital and balance sheet date adjustments. These adjustments are made in the
ordinary course of a transaction to reflect the difference between normalised expectations around balance sheet items at the
time of signing and actual balances on transaction completion.
34. Contingencies
The Group has filed a claim for compensation against one of its advisors for damages incurred in relation to
advice given regarding its financial asset acquisition and subsequent write down. The claim is ongoing as at
the date of this report. Further disclosure of the matter could prejudice the claim.
116
IVE Group Limited IVE Group Limited
Directors’ Declaration
1
In the opinion of the directors of IVE Group Limited (the Company):
(a) the consolidated financial statements and notes, set out on pages 74 to 116, are in accordance with the
Corporations Act 2001, including:
(i)
giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its
performance for the financial year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when
they become due and payable.
2
There are reasonable grounds to believe that the Company and the group entities identified in Note 28 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 (refer Note 32) pursuant to ASIC
Corporations (Wholly owned Companies) Instrument 2016/785.
3
The directors draw attention to Note 2 to the consolidated financial statements, which includes a
statement of compliance with International Financial Reporting Standards.
Signed in accordance with a resolution of directors.
Geoff Selig
Director
Dated at Sydney this 25th day of August 2021
117
Annual Report 2021 118
IVE Group Limited Independent Auditor’s Report
To the shareholders of IVE Group Limited
Independent Auditor’s Report
Report on the audit of the Financial Report
To the shareholders of IVE Group Limited
Opinion
Report on the audit of the Financial Report
We have audited the Financial Report of
IVE Group Limited (the Company).
Opinion
In our opinion, the accompanying Financial
Report of the Company is in accordance
with the Corporations Act 2001, including:
We have audited the Financial Report of
giving a true and fair view of the
IVE Group Limited (the Company).
Group’s financial position as at 30
In our opinion, the accompanying Financial
June 2021 and of its financial
Report of the Company is in accordance
performance for the year ended on
with the Corporations Act 2001, including:
that date; and
giving a true and fair view of the
complying with Australian Accounting
Group’s financial position as at 30
Standards and the Corporations
June 2021 and of its financial
Regulations 2001.
performance for the year ended on
that date; and
The Financial Report comprises:
Consolidated Statements of financial position as at
30 June 2021;
The Financial Report comprises:
Consolidated Statements of profit or loss and other
comprehensive income, Consolidated statements of
changes in equity, and Consolidated statements of
cash flows for the year then ended;
Consolidated Statements of financial position as at
30 June 2021;
Notes including a summary of significant accounting
policies; and
Directors’ Declaration.
Consolidated Statements of profit or loss and other
comprehensive income, Consolidated statements of
changes in equity, and Consolidated statements of
cash flows for the year then ended;
The Group consists of the Company and the entities it
controlled at the year-end or from time to time during
Notes including a summary of significant accounting
the financial year.
policies; and
Directors’ Declaration.
Basis for opinion
complying with Australian Accounting
Standards and the Corporations
Regulations 2001.
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.
The Group consists of the Company and the entities it
controlled at the year-end or from time to time during
the financial year.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for
the audit of the Financial Report section of our report.
Basis for opinion
We are independent of the Group in accordance with the Corporations Act 2001 and the ethical
We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit
requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
for Professional Accountants (including Independence Standards) (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.
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 (including Independence Standards) (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.
103
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and
logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by
a scheme approved under Professional Standards Legislation.
103
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and
logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by
a scheme approved under Professional Standards Legislation.
119
Annual Report 2021
Key Audit Matters
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.
This matter was 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 this matter.
Assessment of carrying value of goodwill
Refer to Note 15 ‘Intangible assets and goodwill’ to the Financial Report (Goodwill: $107m)
The key audit matter
How the matter was addressed in our audit
A key audit matter for us was the Group’s
annual testing of goodwill for impairment, given
the size of the balance (being 19% of total
assets) and the significantly higher estimation
uncertainty continuing from the business
disruption impact of the COVID-19 global
pandemic. Certain conditions impacting the
Group increased the judgement applied by us
when evaluating the evidence available. We
focussed on the significant forward-looking
assumptions the Group applied in their value in
use models, including:
Assessment of the Cash Generating Units
(CGUs). The Group had several operating
businesses and product lines during the
year, necessitating our consideration of the
Group’s determination of CGUs, based on
the smallest group of assets that generate
largely independent cash inflows;
Forecast operating cash flows, growth rates
and terminal growth rates – the Group has
experienced significant business disruption,
as a result of COVID-19 in addition to
continuing competitive market conditions
and the pace of technological change and
digital disruption in the printing industry;
Assessment of the discount rates. These
are complicated in nature and vary
according to the conditions and
environment the specific CGU is subject to
from time to time; and
Our procedures included:
We considered the Group’s determination of
their CGUs based on our understanding of the
Group’s business and how independent cash
inflows were generated, against the
requirements of the accounting standards;
We analysed the impact of the Group’s internal
reporting to assess their monitoring and
management of activities, and the consistency
of the allocation of goodwill to CGUs;
We considered the appropriateness and
application of the value in use method applied
by the Group to perform the annual test of
goodwill for impairment against the
requirements of the accounting standards;
We assessed the integrity of the value in use
models used, including the accuracy of the
underlying calculations and formulas;
We met with management to understand the
impact of COVID-19 to the Group and impact
of government response programs to the FY21
results;
We agreed the Group’s cash flow forecasts,
including capital expenditure to the Board
approved budget and strategy;
We assessed the accuracy of previous Group
forecasts to inform our evaluation of forecasts
incorporated in the models;
120
104
IVE Group Limited
Level of disclosure of the key assumptions
used in the Group’s valuation models.
The Group uses complex models to perform
their annual testing of goodwill for impairment.
The models are largely manually developed, use
adjusted historical performance, and a range of
internal and external sources as inputs to the
assumptions. The Group have not always met
prior forecasts, raising our concern for reliability
of current forecasts. Complex modelling using
forward-looking assumptions tends to be prone
to greater risk for potential bias, error and
inconsistent application. These conditions
necessitate additional scrutiny by us, in
particular to address the objectivity of sources
used for assumptions, and their consistent
application.
Given the nature of these judgments, we
involved our valuation specialists and senior
staff with experience in the industry and the
Group’s business in assessing this key audit
matter.
We assessed the Group’s underlying
methodology and documentation for the
allocation of corporate costs to the forecast
cash flows contained in the value in use
model, for consistency with our understanding
of the business and the criteria in the
accounting standards;
We considered the sensitivity of the models by
varying key assumptions, such as forecast
growth rates, terminal growth rates and
discount rates, within a reasonably possible
range. We considered the interdependencies
of key assumptions when performing the
sensitivity analysis and what the Group
consider to be reasonably possible. We did this
to identify those CGUs at higher risk of
impairment and those assumptions at higher
risk of bias or inconsistency in application and
to focus our further procedures;
We challenged the Group’s significant forecast
cash flow and growth assumptions in light of
the expected continuation of unprecedented
uncertainty of business disruption and impacts
of the COVID-19 global pandemic in addition to
continued competitive market conditions and
digital disruption. We compared forecast
growth rates and terminal growth rates to
authoritative published studies of industry
trends and expectations and considered
differences for the Group’s operations. We
used our knowledge of the Group, business
and customers, and our industry experience.
We sourced authoritative and credible inputs
from our specialists and market advisors;
We checked the consistency of the growth
rates to the Group’s revised plans and our
experience regarding the feasibility of these in
the printing industry and the COVID-19
economic environment in which they operate;
We assessed the impact of technology and
market changes on the Group’s key
assumptions, specifically the continued market
for catalogues and other printed materials as a
marketing and communications tool, for
indicators of bias and inconsistent application,
using our industry knowledge and information
published by reputable sources;
We assessed the impact of technology and
market changes on the Group’s key
assumptions, specifically the continued market
for catalogues and other printed materials as a
105
121
Annual Report 2021
marketing and communications tool, for
indicators of bias and inconsistent application,
using our industry knowledge and information
published by reputable sources;
Working with our valuation specialists we
independently developed a discount rate range
considered comparable using publicly available
market data for comparable entities, adjusted
by risk factors specific to the Group and the
industry it operates in; and
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.
Other Information
Other Information is financial and non-financial information in IVE Group 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.
The Other Information we obtained prior to the date of this Auditor’s Report was the Operating and
Financial Review, Director’s Report and Remuneration Report. The Chairman’s Report and Chief
Executive Officer’s Report are expected to be made available to us after the date of the Auditor’s
Report.
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 opinions
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.
122
106
IVE Group Limited
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’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 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.
107
123
Annual Report 2021
Report on the Remuneration Report
Opinion
Directors’ responsibilities
In our opinion, the Remuneration Report
of IVE Group Limited for the year ended
30 June 2021, 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
pages 34 to 52 of the Directors’ report for the year
ended 30 June 2021.
Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in
accordance with Australian Auditing Standards.
KPMG
Daniel Camilleri
Partner
Sydney
25 August 2021
124
108
IVE Group Limited
ASX additional information
Additional information required by the Australian Securities Exchange (ASX) and not disclosed elsewhere
in the Annual Report is set out below. The shareholder information below is correct as at 21 July 2021.
IVE Group Limited shares are traded on the ASX under the code ‘IGL’.
Share registry
Registered office
Principal Place of Business
Link Market Services
Level 12, 680 George Street
Sydney NSW 2000
Phone: +61 1300 554 474
Level 3, 35 Clarence Street
Sydney NSW 2000
Phone: +61 2 8020 4400
Building B,
350-374 Parramatta Road
Homebush NSW 2140
Phone: +61 2 8020 4400
Substantial shareholders of ordinary shares (as reported to the ASX)*
Name
Caxton Print Holdings Pty Ltd as trustee for the
Selig Family Trust No. 5**
Castle Point Funds Management
Anthony Young
Ryan Young
Number of
Shares Held
11,210,231
9,428,189
8,990,160
8,940,738
%
8.02
6.36
6.1
6.0
* The above table includes a correction removing COPIA Investment Partners, who ceased to be a substantial holder in September 2017.
** The above disclosure is presented in accordance with ASX Listing Rule 4.10. As at 21 July, 2021, Caxton Print Holdings Pty Ltd as
trustee for the Selig Family Trust No. 5, held a total of 12,860,231 fully paid ordinary shares (9.01%)
Distribution of shareholders and shareholdings – ordinary shares
There are 142,756,952 ordinary shares on issue held by 3,843 shareholders.
Range
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
Total
Ordinary
Shares
319,070
3,353,168
5,325,246
38,243,036
95,516,432
%
0.22
2.35
3.73
26.79
66.91
No. of
holders
562
1,184
662
1,289
146
%
14.62
30.81
17.23
33.54
3.80
142,756,952
100.00
3,843
100.00
Distribution of performance right holders and holdings – performance share rights (unlisted)
There are 3,061,076 unlisted performance share rights on issue that have been issued under an employee
share plan. These are held by 7 employees.
Range
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
Total
Performance
Share Rights
-
-
-
%
-
-
-
51,470
3,009,606
1.68
98.32
3,061,076
100.00
No. of
holders
-
-
-
1
6
7
%
-
-
-
14.29
85.71
100.00
125
Annual Report 2021 Unmarketable parcels
The number of shareholders holding less than a marketable parcel of ordinary shares is 126 for 9,642 shares,
based on IVE’s closing share price of $1.49, on 21 July 2021.
Twenty largest shareholders
Rank Name
1
2
3
4
5
6
7
8
8
9
10
11
12
13
14
15
16
17
18
19
CAXTON PRINT HOLDINGS PTY LTD*
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
NATIONAL NOMINEES LIMITED
CITICORP NOMINEES PTY LIMITED
STRATEGIC VALUE PTY LTD
RYLELAGE PTY LTD
MR STEPHEN CRAIG JERMYN
SCJ PTY LTD
STRATEGIC VALUE PTY LIMITED
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
EXLDATA PTY LTD
CAXTON PRINT HOLDINGS PTY LTD*
CENTRAL MUTUAL (INVESTMENTS) PTY LTD
BNP PARIBAS NOMS PTY LTD
MORGAN STANLEY AUSTRALIA SECURITIES (NOMINEE) PTY LIMITED
BNP PARIBAS NOMS(NZ) LTD
TAVERNERS J PTY LTD
MR TREVOR READ
UBS NOMINEES PTY LTD
DOROTHY PRODUCTIONS PTY LTD
20
JOHN BARNES FOUNDATION LIMITED
No. Shares
11,210,231
9,463,404
8,357,875
6,366,347
4,635,316
4,440,463
3,000,000
3,000,000
2,149,292
2,074,611
1,874,958
1,650,000
1,307,580
1,250,142
1,146,583
1,090,109
1,079,769
1,000,001
785,825
681,995
666,890
%
7.85
6.63
5.85
4.46
3.25
3.11
2.10
2.10
1.51
1.45
1.31
1.16
0.92
0.88
0.80
0.76
0.76
0.70
0.55
0.48
0.47
Total
67,231,391
47.10
Balance of register
75,525,561
52.90
Grand total
142,756,952
100.00
* As at 21 July 2021, Caxton Print Holdings Pty Ltd as trustee for the Selig Family Trust No. 5, held a total of 12,860,231 fully paid
ordinary shares (9.01%)
126
IVE Group Limited
On-Market Buy Back
Voluntary escrow
There is a current on-market buy back.
Voting rights
The voting rights attached to ordinary shares are
set out below:
> On a show of hands every member present at
a meeting in person or by proxy shall have one
vote, and upon a poll, one vote for each fully paid
share held.
> Holders of performance rights do not have voting
rights on the performance rights held by them.
There were no ordinary shares held in a voluntary
escrow arrangement as at 21 July 2021.
Stock Exchange Listing
IVE Group securities are only listed on the ASX.
127
Annual Report 2021 Corporate Governance Statement
The Board is responsible for the overall corporate
governance of IVE Group Limited, including adopting
appropriate policies and procedures designed to
ensure that the IVE Group is properly managed to
protect and enhance Shareholder interests.
The Board monitors the operational and financial
position and performance of IVE and oversees its
business strategy, including approving the strategic
goals of IVE. The Board is committed to maximising
performance, generating appropriate levels of
Shareholder value and financial return, and
sustaining the growth and success of IVE.
In conducting business with these objectives, the
Board is committed to ensuring that IVE is properly
managed to protect and enhance Shareholder
interests, and that IVE, its Directors, officers and
employees operate in an appropriate environment
of corporate governance. Accordingly, the Board
has created a framework for managing IVE,
including adopting relevant internal controls, risk
management processes and corporate governance
policies and practices, which it believes are
appropriate for IVE’s business and that are designed
to promote the responsible management and
conduct of IVE.
Details of IVE’s key governance policies and
the charters for the Board and each of its
committees are available on IVE’s website at
https://investors.ivegroup.com.au/Investor-
Centre/?page=corporate-governance.
The Corporate Governance Statement
reports against the 4th edition of the ASX
Corporate Governance Council’s Principles and
Recommendations (ASX Principles) and the
practices detailed in the Corporate Governance
Statement are current as at 25 August 2021.
It has been approved by the Board and is
available on the IVE website under Investors
at https://investors.ivegroup.com.au/Investor-
Centre/?page=corporate-governance.
Going further since 1921
ivegroup.com.au