More annual reports from K&S Corporation Limited:
2023 ReportANNUAL
REPORT
2022
OUR VISION
TO BE THE LEADING
PROVIDER OF TRANSPORT
AND LOGISTICS SOLUTIONS
WITHIN OUR TARGET
MARKETS IN AUSTRALIA
AND NEW ZEALAND.
CONTENTS
Directors’ Report
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 Financial Statements
Directors’ Declaration
Auditor’s Independence Declaration
Auditor’s Report to the Members
6
22
23
24
25
26
57
58
59
FINANCIAL CALENDAR
Annual General Meeting
Half Year Result
Full Year Result
Annual Report to Shareholders
Annual General Meeting
29 November 2022
22 February 2023
25 August 2023
16 October 2023
28 November 2023
CHAIRMAN’S
REPORT
On behalf of the Board of K&S Corporation Limited
(the “Group”), I am pleased to present the Group’s
annual report for the year ended 30 June 2022.
The transport and logistics sector in FY2022 remained
challenging, with continued high levels of competition and
pressure on rates, a low growth economic environment
and the concentration of bargaining power in large and
sophisticated buyers of transport and logistics services.
The Group achieved an underlying profit before tax
of $23.1 million, an increase of 34.8% on the prior
corresponding period. The underlying profit after tax
was $16.7 million, up on the prior corresponding period
by $4.7 million.
Statutory profit before tax for FY2022 was $24.2 million,
a decrease of $3.3 million or 12.3% on the prior
corresponding period. Statutory profit after tax was
$17.4 million, 3.9% lower than the previous year statutory
profit after tax of $18.1 million.
Included in the Group’s statutory result for FY2022 was
a $1.6 million accounting gain attributable to the Group’s
interest rate swap instrument, as well as $0.7 million
of one-off costs and bad debt recovery of $0.2 million
on a before tax basis treated as significant items.
Operating revenues increased by 12.7% to $776.2 million
in FY2022.
Safety remains a key focus for the Group. The Group’s
lost time injury rate remained steady at 5.0 (FY2021: 4.9).
The Australian transport segment provided another sound
year in FY2022. While the overall result for the Australian
transport segment was consistent with the previous
year, the mix of contributions by the various operating
divisions changed.
The New Zealand business had another strong result in
FY2022, with the New Zealand economy proving resilient
throughout the year despite inflationary pressures and
COVID-19 related impacts. The New Zealand business
continues to realise growth through the provision of its
integrated and value adding service offering.
The fuel trading business has provided strong financial
results in FY2022. The fuel retailing and wholesaling
markets remain dynamic and continue to exhibit high
levels of competition.
The ongoing benefits from the implementation of cost
reduction strategies across the business continued to
contribute to underlying profit. In particular, the Group has
maintained its focus on operational efficiencies, supplier
renegotiations, cessation of underperforming activities,
and the rationalisation and replacement of specific fleet
assets that reduced operating costs.
Our strategy remains to improve the quality and contribution
of our revenue base, rather than targeting work solely to
grow top line revenue.
We also completed the construction of our new company
owned facility at High Wycombe in Perth in the fourth
quarter of FY2022.
BALANCE SHEET AND FUNDING
The Group has maintained a strong balance sheet in
FY2022, underpinned by sound trading performance and
increased property valuations, and coupled with prudent
capital disciplines.
The Group’s debt profile carries long maturities and the
gearing ratio (excluding lease liabilities) decreased to
6.5% at 30 June 2022, compared to 9.0% in the prior
year. The Group’s net debt reduced to $21.4 million at
30 June 2022 (the lowest net debt experienced since 2003),
down from $26.6 million in the prior comparative period.
This is an outstanding result as, during the course of
FY2022, the Group completed the $29.3 million purchase
and development of its new High Wycombe facility.
The Group also acquired other fixed assets totalling
$30.2 million, compared to $35.1 million in the prior year and
continues to invest to maintain a modern operating fleet.
Based upon independent valuations, the Group increased
the carrying value of its freehold property portfolio by
$34.1 million. The Group’s property portfolio consists
of high-quality industrial assets.
The Group extended the maturity profile of its debt facilities
and negotiated improved terms with its panel of lenders
in the first half of FY2022. The Group’s debt facilities
now comprise funding in three-year tranches totalling
$124 million (inclusive of a $30 million bank guarantee
facility) and five-year tranches totalling $75 million.
As part of that refinancing exercise, the Group also paid
out previous facilities with Bank of China and brought in
ANZ as a new lender, in conjunction with existing lenders
Westpac and NAB.
K&S CORPORATION LIMITED ANNUAL REPORT 2022 1
CHAIRMAN’S
REPORT
DIVIDEND
OUTLOOK
The Directors have declared a fully franked final dividend
of 5.0 cents per share (2021: 3.5 cents per share). This
follows the fully franked interim dividend of 4.5 cents per
share paid in April 2022, making the total fully franked
dividend 9.5 cents per share in respect of the year ended
30 June 2022.
The final dividend will be paid on 3 November 2022,
with the date for determining entitlements being
19 October 2022.
The dividend reinvestment plan (DRP) applies in respect
of the final dividend. While the Group achieved record low
debt levels at the end of FY2022, the Group has an extensive
capital expenditure program for FY2023. Coupled with
ongoing uncertainty about the economy in a high inflation
and higher interest rate environment, Directors are of the view
that a conservative approach to balance sheet management
remains appropriate.
The last election date for participation in the DRP is
20 October 2022. The issue price of shares under the DRP
will be the volume weighted average price for K&S shares
in the five business days ending on 19 October 2022
(the record date for the final dividend), less a discount
of 2.5%.
BOARD COMPOSITION
Robert Dalton was appointed as a non-executive director
on 24 August 2021. Mr Dalton is considered by the board
to be independent. Mr Dalton’s appointment continues
a process of board renewal. Following the appointment
of Mr Dalton, the majority of non-executive directors on
the board are considered to be independent and the audit
committee is now compromised exclusively of independent
non-executive directors.
Providing earnings guidance going forward remains
difficult, particularly having regard to the current high
inflation, and increasing interest rate environment coupled
with ongoing limitations and uncertainties created by
COVID-19. We have also noted throughout the COVID-19
period the accelerated rate at which changes to market
related trading conditions can occur. Despite the various
challenges, the trading environment for the Group has
remained resilient in the first quarter of FY2023.
The Group has secure long term bank facilities and very
low gearing levels. We will continue to take a balanced
approach to financial risk as well as maintaining a strong
focus on working capital management and underlying
profit improvement, and as such will continue to target
the ongoing improvement of the quality of our revenue
base. Our focus will be maintained on growth in market
segments, be that organic or through acquisition,
that will provide accretive returns on investment.
On behalf of the Board, I thank our customers, suppliers
and employees, who have contributed to the continued
success of the Group.
In particular, I thank the senior management team, led by
Paul Sarant, for their ongoing commitment and dedication.
Tony Johnson
Chairman
2 K&S CORPORATION LIMITED ANNUAL REPORT 2022
FINANCIAL
OVERVIEW
OPERATING REVENUE ($M)
OPERATING CASH FLOW ($M)
905.2
844.1
755.2
790.6
776.2
688.5
83.1
75.5
61.8
64.7
49.4
40.8
2017
2018
2019
2020
2021
2022
2017
2018
2019
2020
2021
2022
UNDERLYING PROFIT AFTER TAX ($M)
GEARING (%)
34.7
37.0
35.4
16.7
12.0
7.5
7.7
8.3
2.3
22.5
9.0
6.5
2017
2018
2019
2020
2021
2022
2017
2018
2019
2020
2021
2022
K&S CORPORATION LIMITED ANNUAL REPORT 2022 3
MANAGING
DIRECTOR’S
REPORT
The Group’s operating revenues increased by 12.7%
to $776.2 million in FY2022. The underlying profit before
tax for FY2022 was $23.1 million, an increase of 34.8%
on the prior corresponding period and statutory profit
before tax for FY2022 was $24.2 million, a decrease of
$3.3 million or 12.3% on the prior corresponding period.
The underlying result was underpinned by our strong
ongoing continuous improvement initiatives.
While we delivered a strong result in FY2022, the Group
has been impacted by supply chain interruptions, with the
timeframes for delivery of new fleet substantially delayed
in the current environment. While the Group works closely
with its equipment suppliers for the procurement of new
fleet assets and has been diligent to invest in fleet renewal
on an ongoing basis for a prolonged prior period, sustained
delays in the delivery of new fleet assets by equipment
manufacturers will continue to impose some operational
constraints, as well as increased fleet maintenance costs
for the foreseeable future.
The COVID-19 pandemic has adversely affected our
workforce throughout the year, with a significant number
of employees being required to isolate during the period
resulting in reduced utilisation of our fleet. This situation
appears likely to persist into FY2023.
SAFETY
Safety remains a key focus for the Group. The Group’s
lost time injury rate remained steady at 5.0 (FY2021: 4.9).
The Group continues to invest in our safety management
system and on road compliance and the training of our
employees. The Group recognises that its social licence
to operate is contingent upon achieving industry leading
on-road behaviours and safety outcomes.
Addressing the challenges posed by COVID-19 required
considerable resourcing and remained a major area of
employee welfare and safety focus in FY2022. As with the
wider community, the Group was affected on an ongoing
basis by employees contracting COVID-19 and/or being
required to isolate as a COVID-19 close contact.
As a self-insurer for workers compensation claims under
the Commonwealth Comcare scheme, the Group’s safety
management system was subject to external audit by our
safety regulator, Comcare, in the second half of FY2022.
The audit forms part of the requirements of the Group’s
self-insurance licence and assesses the effectiveness
4 K&S CORPORATION LIMITED ANNUAL REPORT 2022
of our safety management system against one hundred and
seven criteria. Pleasingly, the external auditor concluded
that the Group complied with all one hundred and seven
of those criteria. This is an outstanding achievement.
The Group has continued to invest in its online subcontractor
registration portal, KasSub. KasSub provides a central
portal to allow the Group to provide enhanced visibility
on the licensing, accreditation, induction and insurance
status of its subcontractors. KasSub also allows us
to deliver ongoing training to our subcontractor cohort.
ENVIRONMENT
Ongoing fleet upgrades have enabled the Group to
continue its emissions improvements. During the year
vehicle emissions reductions reached 80% of 2003 levels
for NOx (FY2021: 79%), and 95% of 2003 levels for
particulate matter (FY2021: 94%).
Carbon dioxide generation for FY2021 was 131,247 tonnes,
down from 156,280 tonnes in FY2020.
The Group embarked upon a major fleet upgrade in FY2022
to adopt the latest Euro 6 emissions standards to further
improve environmental performance. That Euro 6 compliant
fleet will be delivered progressively over the course of
FY2023, with the timing likely to be impacted by sustained
delays with equipment manufacturers in the current
environment.
COMPLIANCE
The Group has maintained ISO 9001:2015 accreditation
standards, including other relevant accreditations which
included: WA Main Roads, NHVAS Mass, Maintenance,
and Basic Fatigue Management, along with Food Safety/
HACCP and TruckSafe.
AUSTRALIAN TRANSPORT
The Australian transport segment provided another sound
year in FY2022. While the overall result for the Australian
transport segment was consistent with the previous
year, the mix of contributions by the various operating
divisions changed.
Full year revenue increased modestly in FY2022. The ongoing
benefits from the implementation of cost reduction strategies
across the business continued to contribute to underlying
profit. In particular, the Group has maintained its focus on
operational efficiencies, supplier renegotiations, cessation
of underperforming activities, and the rationalisation
and replacement of specific fleet assets that reduced
operating costs.
Ongoing operational reviews and related rate changes
across the division also assisted to maintain the overall
underlying result for the Australian transport segment
in FY2022 despite an increasing cost environment,
COVID-19 impacts and supply chain disruption. Having
regard to the extended timeframes to acquire new fleet
assets and the contraction of the available pool of drivers
and subcontractor operators in Australia, our strategy
remains to improve the quality and contribution of our
revenue base, rather than targeting work solely to grow
top line revenue.
HUMAN RESOURCES
Employee engagement and communications programs
remain a high priority and area of focus across our business.
With the ongoing challenges of COVID-19, we have
maintained a high level of communication with our
workforce. The physical and mental well-being of
our workforce have been, and remain, at the forefront
of our engagement strategies.
We continue to align the operational and management
structures to service the needs of business units and
customers, while maintaining our strong focus on the
retention and development of skilled and qualified
employees as the Group’s most valuable asset.
OTHER ITEMS
The implementation of cost reduction strategies continued
across the business, contributing strongly to improved
underlying profit. In particular, the Group has maintained
its focus on operational efficiencies, supplier renegotiations,
cessation of underperforming activities, and the
rationalisation and replacement of specific fleet assets
that reduced operating costs.
Ongoing cost reductions are expected to continue to be
accretive in FY2023. However, we recognise that a high
inflation and higher interest rate environment coupled with
ongoing uncertainties created by COVID-19 places strong
upward pressure on key cost inputs.
We completed the construction of our new company owned
facility at High Wycombe in Perth in the fourth quarter of
FY2022. This has allowed us to co-locate the Heavy Haulage
and Chemtrans divisions at a new state-of-the-art site that
also includes a modern workshop facility, warehousing,
bunded chemical storage, and extensive hardstand. This
also facilitated the exit of two externally leased properties
and will provide a number of operational benefits.
I would like to take this opportunity to thank all employees
and supporters of the Group who have collectively worked
exceptionally hard to continue to improve our company.
Paul Sarant
Managing Director and CEO
Intermodal steel and timber volume from our major
customers remained strong, with major infrastructure
projects undertaken by the various state governments
underpinning ongoing activity levels.
The rail division experienced significant disruptions
as a result of flooding on the eastern seaboard, as well
as on the east-west lane. Our focus remains on securing
accretive parcels of rail volume that improve our rail
network balance and performance.
Our contract logistics business unit experienced
a sound FY2022.
The Western Australia based heavy haulage business
enjoyed a sound year in FY2022 despite incurring industrial
activity by stevedoring workers at the Port of Fremantle,
COVID-19 employee disruptions, and WA Main Roads
permit bottlenecks over the course of the year.
Chemical and energy transportation businesses in FY2022
were sound, despite both the Energy and Chemtrans
businesses enduring a number of weather impacts in the
second half of the year as well as minimal activity in the
Hi-Ex explosives cartage division for the first half.
Chemtrans continues to develop and deploy a range of
systems and procedures that will reinforce it as the market
leader in the transport of dangerous goods with regards
to environmental and safety performance, while delivering
efficiency benefits to its customer base.
Our specialised aviation refuelling business experienced
another flat year with COVID-19 again materially impacting
the demand for airport refuelling services. Fire season
activity remained minimal. A focus on cost reductions and
efficiencies sees this business poised for a solid FY2023
if there is a return to more normal fire season activity levels.
FUEL AGENCY
The fuel trading business has provided strong financial
results in FY2022. The fuel retailing and wholesaling
markets remain dynamic and continue to exhibit high
levels of competition. We are currently undertaking several
projects to enhance our retail offering, including the
redevelopment of several company owned retail sites.
In FY2022, we also successfully replaced our legacy-based
enterprise resource planning system with a modern
ERP system.
NEW ZEALAND TRANSPORT
The New Zealand business had another strong result in
FY2022, with the New Zealand economy proving resilient
throughout the year despite inflationary pressures and
COVID-19 related impacts. The New Zealand business
continues to realise growth through the provision of its
integrated and value adding service offering. We successfully
extended or renewed several key customer contracts in the
course of the year.
K&S CORPORATION LIMITED ANNUAL REPORT 2022 5
DIRECTORS’
REPORT
The Directors present their report, together with the consolidated financial report of
the Group comprising K&S Corporation Limited (the “Company”) and its subsidiaries
(the “Group”), for the year ended 30 June 2022 and the Auditor’s Report thereon.
DIRECTORS
The Directors of the Company in office at the date of this report, together with particulars of their qualifications,
experience and special responsibilities are set out below.
Tony Johnson Chairman
Director since 1986
Tony Johnson BA, LLB, LLM (Companies & Securities) FAICD is a lawyer and an accredited mediator.
Mr Johnson is a founder and former Chairman of the national law firm Johnson Winter & Slattery.
He has worked extensively in the corporate advisory and commercial disputes area.
Mr Johnson is also Chairman of AA Scott Pty Ltd, the largest Shareholder of K&S Corporation Limited
and Chairman of Adelaide Community Healthcare Alliance.
Member of:
– Environmental Committee (Chairman)
– Nomination and Remuneration Committee
Paul Sarant Managing Director and Chief Executive Officer
Director since 2014
Paul Sarant B.Eng., has extensive experience in the transport and logistics sector. Mr Sarant held
the position of Executive General Manager DTM for seven years at K&S Corporation prior to his
appointment as Managing Director and Chief Executive Officer. Prior to this, Mr Sarant occupied
a range of senior management roles, including general management and senior manufacturing,
engineering and logistics roles in the course of his fifteen years at Amcor Printing Paper Group/
PaperlinX and was former General Manager at Spicer Stationery Group.
Member of:
– Environmental Committee
Legh Winser
Director since 2013
Legh Winser is a former Managing Director of the Company, a position which he held for 16 years.
He has extensive knowledge of the transport and logistics industry with more than 40 years’ experience.
Mr Winser is also a director of AA Scott Pty Ltd, the largest Shareholder of K&S Corporation Limited.
Member of:
– Environmental Committee
– Nomination and Remuneration Committee
6 K&S CORPORATION LIMITED ANNUAL REPORT 2022
Graham Walters AM (Independent Director)
Director since 2018
Graham Walters AM FCA is an experienced chartered accountant and director of successful public
and private companies and associations, with extensive experience in accounting, finance, audit,
risk management and corporate governance. Mr Walters AM is a former Chairman of Partners South
Australia of KPMG and a former Chairman of Westpac South Australia.
Mr Walters AM is a Director of Adelaide Community Healthcare Alliance.
Member of:
– Audit Committee (Chairman)
– Nomination and Remuneration Committee (Chairman)
Sallie Emmett (Independent Director)
Director since 2019
Sallie Emmett GAICD LLB GDLP, is a lawyer with over 30 years’ experience as a practising solicitor in
both legal and management roles. Mrs Emmett is a former partner of national law firm Johnson Winter
& Slattery. Mrs Emmett has a broad range of commercial exposure including in workplace relations.
Mrs Emmett operates her own legal and management consulting business and has advised the
boards and management of a variety of organisations including private and public companies,
government, and educational institutions. Mrs Emmett has significant transport sector experience,
having acted for a number of transport companies. Mrs Emmett also sits on the board of a number
of not for profit organisations.
Member of:
– Audit Committee
Robert Dalton (Independent Director)
Director since 24 August 2021
Robert Dalton BA CA, has been a registered company auditor for over 25 years and is a former
Managing Partner of the Ernst & Young Melbourne Accounting and Assurance Practice. Mr Dalton
also has a wealth of entrepreneurial knowledge and experience having previously run Ernst & Young’s
entrepreneurship initiatives across the Oceania region as well as being a Regional Director of Ernst
& Young’s Asia Pacific Entrepreneur management team.
Mr Dalton has worked with a variety of public, private, and start up organisations advising on strategy,
commercialisation, and global expansion, as well as providing audit and assurance services.
Mr Dalton is a non-executive director of ASX listed Helloworld Travel Limited. Mr Dalton is also
a director of several private companies.
Member of:
– Audit Committee
SECRETARY
Chris Bright BEc, LLB, Grad Dip CSPM, FCIS
Secretary since 2005
Chris Bright has held the position of General Counsel for 20 years. Mr Bright was admitted as a solicitor
in South Australia in 1997. He also has experience working in private practice, principally in commercial
dispute resolution.
K&S CORPORATION LIMITED ANNUAL REPORT 2022 7
DIRECTORS’ MEETINGS
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 were:
Director
Number of meetings held:
Number of meetings attended:
Mr T Johnson2
Mr P Sarant
Mr L Winser
Mr G Walters AM
Mrs S Emmett
Mr R Dalton3
Directors’
Meetings1
Audit Committee
Meetings
Nomination &
Remuneration
Committee
Meetings
Environmental
Committee
Meetings
12
12
12
12
12
12
11
5
1
–
–
5
5
4
2
2
–
2
2
–
–
4
4
4
4
–
–
–
1. In addition to the eleven scheduled directors’ meetings, there was one further directors’ meetings held in the course of FY2022.
2. Mr Johnson ceased as a member of the Audit Committee on 24 August 2021 and attended all meetings in respect of which he was eligible.
3. Mr Dalton commenced as a director on 24 August 2021 and attended all meetings in respect of which he was eligible.
PRINCIPAL ACTIVITIES
The principal activities of the Group during the course of the financial year were transport and logistics, contract
management, warehousing and distribution and fuel distribution.
There were no significant changes in the nature of the activities of the Group during the year.
OPERATING AND FINANCIAL REVIEW
The Board presents the FY2022 Operating and Financial Review, which has been designed to provide Shareholders
with a clear and concise overview of the Group’s operations, financial position, business strategies and outlook.
The review complements the financial report and has been prepared in accordance with the guidelines in ASIC RG247.
8 K&S CORPORATION LIMITED ANNUAL REPORT 2022
DIRECTORS’ REPORT The consolidated profit for the year ended 30 June 2022 attributable to the members of K&S Corporation Limited (“K&S”)
is shown below, along with comparative results for the previous corresponding period:
Financial Overview
Operating Revenue
Statutory profit after tax
Statutory profit before tax
Earnings before interest and tax (EBIT)
Earnings before interest, tax and depreciation (EBITDA)
Less Gain/(Loss) on Derivative Instruments at Fair Value
Through Profit and Loss
Less JobKeeper income
Add other significant items
Less bad debts recovered
Underlying profit before interest, tax and depreciation1
Underlying profit before interest and tax1
Underlying profit before tax1
Underlying operating profit after tax1
Total assets
Net borrowings excluding lease liabilities
Shareholders’ funds
Finance costs
Depreciation
Dividend per share
Net tangible assets per share
Operating cash flow
Return on assets
Gearing ratio (excluding lease liabilities)
Employee numbers
Lost time injuries
Lost time injuries frequency rate (LTIFR)
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
cents
$
$’000
%
%
2022
776,181
17,425
24,151
26,844
73,265
(1,565)
–
680
(196)
72,184
25,763
23,070
16,668
601,748
21,361
306,944
2,693
45,859
9.5
2.24
64,702
2.9
6.5
1,943
21
5.0
2021 % Movement
688,541
18,123
27,541
30,917
83,336
–
(16,235)
6,001
(199)
72,903
20,484
17,108
11,976
525,837
26,566
268,717
3,543
52,419
6.5
2.04
75,454
3.5
9.0
1,972
22
4.9
12.7%
(3.9%)
(12.3%)
(13.2%)
(12.1%)
100.0%
(100.0%)
(88.7%)
(1.5%)
(1.0%)
25.8%
34.8%
39.2%
14.4%
(19.6%)
14.2%
(24.0%)
(12.5%)
46.2%
9.8%
(14.2%)
(17.3%)
(27.8%)
(1.5%)
(4.5%)
2.0%
1. Underlying profits and earnings per share based on underlying profits are categorised as non-IFRS Financial information and therefore have been presented in compliance
with ASIC Regulatory Guide 230- Disclosing non-IFRS information issued in December 2011. Underlying adjustments have been considered in relation to their size and
nature and have been adjusted from the statutory information for disclosure purposes to assist readers to better understand the financial performance of the underlying
business in each reporting period. These adjustments primarily include the unrealised gain on the Group’s interest rate swap, which was primarily driven by the underlying
market volatility in the short and mid term interest expectations and asset impairment expenses. The exclusion of these items provides a result which, in the Directors
view, is more closely aligned with the ongoing operations of the Consolidated Group. The non-IFRS information has not been subject to audit or review by the auditor.
The Group is a tier one logistics provider, recognised as a leader in the development and provision of specialist logistics
solutions for its customers. The Group operates in the Australian and New Zealand markets. The Group’s success is
underpinned by a strong focus on safety, service and continuous improvement.
The environment for the transport and logistics sector in FY2022 remained challenging. The transport and logistics sector
continues to experience high levels of competition and pressure on rates, a low growth economic environment and the
concentration of bargaining power in large and sophisticated buyers of transport and logistics services.
The COVID-19 pandemic has adversely affected our workforce throughout the year, with a significant number of employees
being required to isolate during the period resulting in reduced utilisation of our fleet. This situation appears likely to persist
into FY2023.
The Group has also been impacted by supply chain interruptions, with the timeframes for delivery of new fleet substantially
delayed in the current environment. While the Group works closely with its equipment suppliers for the procurement of
new fleet assets and has been diligent to invest in fleet renewal on an ongoing basis for a prolonged prior period, sustained
delays in the delivery of new fleet assets by equipment manufacturers will continue to impose some operational constraints,
as well as increased fleet maintenance costs for the foreseeable future.
Operating revenues increased by 12.7% to $776.2 million in FY2022.
The Group achieved a statutory profit before tax of $24.2 million, a decrease of $3.3 million or 12.3% on the prior
corresponding period.
K&S CORPORATION LIMITED ANNUAL REPORT 2022 9
Included in the Group’s statutory result for FY2022 was
a $1.6 million accounting gain attributable to the Group’s
interest rate swap instrument, as well as $0.7 million
of one-off costs and bad debt recovery of $0.2 million
treated as significant items.
The Western Australia based heavy haulage business
enjoyed a sound year in FY2022 despite incurring industrial
activity by stevedoring workers at the Port of Fremantle,
COVID-19 employee disruptions, and WA Main Roads
permit bottlenecks over the course of the year.
After adjusting for the above significant items, the
current year underlying profit before tax was $23.1 million,
an increase of 34.8% on the prior corresponding period.
The underlying profit after tax was $16.7 million, up on the
prior corresponding period by $4.7 million.
Safety remains a key focus for the Group. The Group’s
lost time injury rate remained steady at 5.0 (FY2021: 4.9).
Australian Transport
The Australian transport segment provided another
sound year in FY2022. While the overall result for the
Australian transport segment was consistent with the
previous year, the mix of contributions by the various
operating divisions changed.
Full year revenue increased modestly in FY2022. The ongoing
benefits from the implementation of cost reduction strategies
across the business continued to contribute to underlying
profit. In particular, the Group has maintained its focus on
operational efficiencies, supplier renegotiations, cessation
of underperforming activities, and the rationalisation
and replacement of specific fleet assets that reduced
operating costs.
Ongoing operational reviews and related rate changes
across the division also assisted to maintain the overall
underlying result for the Australian transport segment
in FY2022 despite an increasing cost environment,
COVID-19 impacts and supply chain disruption.
Having regard to the extended timeframes to acquire
new fleet assets and the contraction of the available
pool of drivers and subcontractor operators in Australia,
our strategy remains to improve the quality and
contribution of our revenue base, rather than targeting
work solely to grow top line revenue.
Intermodal steel and timber volume from our major
customers remained strong, with major infrastructure
projects undertaken by the various state governments
underpinning ongoing activity levels.
The rail division experienced significant disruptions as
a result of flooding on the eastern seaboard, as well
as on the east-west lane. Our focus remains on securing
accretive parcels of rail volume that improve our rail
network balance and performance.
Our contract logistics business unit experienced
a sound FY2022.
Chemical and energy transportation businesses in FY2022
were sound, despite both the Energy and Chemtrans
businesses enduring a number of weather impacts
in the second half of the year as well as minimal activity
in the Hi-Ex explosives cartage division for the first half.
We completed the construction of our new company owned
facility at High Wycombe in Perth in the fourth quarter of
FY2022. This has allowed us to co-locate the Heavy Haulage
and Chemtrans divisions at a new state-of-the-art site that
also includes a modern workshop facility, warehousing,
bunded chemical storage, and extensive hardstand. This
also facilitated the exit of two externally leased properties
and will provide a number of operational benefits.
Our specialised aviation refuelling business experienced
another flat year with COVID-19 again materially impacting
the demand for airport refuelling services. Fire season
activity remained minimal. A focus on cost reductions and
efficiencies sees this business poised for a solid FY2023
if there is a return to more normal fire season activity levels.
Fuel Agency
The fuel trading business has provided strong financial
results in FY2022. The fuel retailing and wholesaling
markets remain dynamic and continue to exhibit high
levels of competition. We are currently undertaking several
projects to enhance our retail offering, including the
redevelopment of several company owned retail sites.
In FY2022, we also successfully replaced our
legacy-based enterprise resource planning system
with a modern ERP system.
New Zealand Transport
The New Zealand business had another strong result in
FY2022, with the New Zealand economy proving resilient
throughout the year despite inflationary pressures and
COVID-19 related impacts. The New Zealand business
continues to realise growth through the provision of its
integrated and value adding service offering. We successfully
extended or renewed several key customer contracts in the
course of the year.
Balance Sheet and Funding
The Group has maintained a strong balance sheet in
FY2022, underpinned by sound trading performance and
increased property valuations, and coupled with prudent
capital disciplines.
The Group’s debt profile carries long maturities and the
gearing ratio (excluding lease liabilities) decreased to 6.5%
at 30 June 2022, compared to 9.0% in the prior year. The
Group’s net debt reduced to $21.4 million at 30 June 2022
(the lowest net debt experienced since 2003), down from
$26.6 million in the prior comparative period. This is
an outstanding result as, during the course of FY2022,
the Group completed the $29.3 million purchase and
development of its new High Wycombe facility.
The Group also acquired other fixed assets totalling
$30.2 million, compared to $35.1 million in the prior
year and continues to invest to maintain a modern
operating fleet.
10 K&S CORPORATION LIMITED ANNUAL REPORT 2022
DIRECTORS’ REPORT The last election date for participation in the DRP
is 20 October 2022. The issue price of shares under
the DRP will be the volume weighted average price
for K&S shares in the five business days ending on
19 October 2022 (the record date for the final dividend),
less a discount of 2.5%.
Board Composition
Robert Dalton was appointed as a non-executive director
on 24 August 2021. Mr Dalton is considered by the board
to be independent. Mr Dalton’s appointment continues
a process of board renewal. Following the appointment
of Mr Dalton, the majority of non-executive directors on
the board are considered to be independent and the audit
committee is now compromised exclusively of independent
non-executive directors.
Outlook
Providing earnings guidance going forward remains difficult,
particularly having regard to the current high inflation and
higher interest rate environment coupled with ongoing
uncertainties created by COVID-19.
The Group has secure long term bank facilities and low
gearing levels. We will continue to take a balanced
approach to financial risk as well as maintaining a strong
focus on working capital management and underlying
profit improvement, and as such will continue to target
the ongoing improvement of the quality of our revenue
base. Our focus will be maintained on growth in market
segments, be that organic or through acquisition,
that will provide accretive returns on investment.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There were no significant changes in the state of affairs
of the Group during the financial year.
Based upon independent valuations, the Group increased
the carrying value of its freehold property portfolio by
$34.1 million. The Group’s property portfolio consists
of high-quality industrial assets.
The Group extended the maturity profile of its debt
facilities and negotiated improved terms with its panel
of lenders in the first half of FY2022. The Group’s debt
facilities now comprise funding in three-year tranches
totalling $124 million (inclusive of a $30 million bank
guarantee facility) and five-year tranches totalling
$75 million. As part of that refinancing exercise,
the Group also paid out previous facilities with Bank
of China and brought in ANZ as a new lender, in
conjunction with existing lenders Westpac and NAB.
Safety
The Group continues to invest in our safety management
system and on road compliance and the training of our
employees. The Group recognises that its social licence
to operate is contingent upon achieving industry leading
on-road behaviours and safety outcomes.
Addressing the challenges posed by COVID-19 required
considerable resourcing and remained a major area of
employee welfare and safety focus in FY2022. As with the
wider community, the Group was affected on an ongoing
basis by employees contracting COVID-19 and/or being
required to isolate as a COVID-19 close contact.
As a self-insurer for workers compensation claims under
the Commonwealth Comcare scheme, the Group’s safety
management system was subject to external audit by our
safety regulator, Comcare, in the second half of FY2022.
The audit forms part of the requirements of the Group’s
self-insurance licence and assesses the effectiveness of
our safety management system against one hundred and
seven criteria. Pleasingly, the external auditor concluded
that the Group complied with all one hundred and seven
of those criteria. This is an outstanding achievement.
Dividend
The Directors have declared a fully franked final dividend
of 5.0 cents per share (2021: 3.5 cents per share).
This follows the fully franked interim dividend of 4.5 cents
per share paid in April 2022, making the total fully franked
dividend 9.5 cents per share in respect of the year ended
30 June 2022.
The final dividend will be paid on 3 November 2022,
with the date for determining entitlements being
19 October 2022.
The dividend reinvestment plan (DRP) applies in respect
of the final dividend. While the Group achieved record
low debt levels at the end of FY2022, the Group has
an extensive capital expenditure program for FY2023.
Coupled with ongoing uncertainty about the economy
in a high inflation and higher interest rate environment,
Directors are of the view that a conservative approach
to balance sheet management remains appropriate.
K&S CORPORATION LIMITED ANNUAL REPORT 2022 11
ENVIRONMENTAL REGULATION AND PERFORMANCE
The Group’s operations are subject to environmental
regulations under both Commonwealth and State
legislation in relation to its transport and storage
business and its fuel business.
The Group has a Board Committee which monitors
compliance with environmental regulations.
Climate Change
While extreme weather events such as the floods on the
east coast of Australia in the second half of FY2022
impacted on several of our operations, the geographic
spread and functional mix of the Group’s operations
partially mitigates this risk.
Reporting under the National Greenhouse Energy Reporting
regime (NGER) was completed and submitted in FY2022.
Transport and Warehousing
The transport and warehousing business is subject to
the Dangerous Goods Acts in Commonwealth and State
Legislation. The Group monitors performance and recorded
several minor incidents during the year, none of which
has the potential to result in any material restrictions being
placed upon the Group’s ability to continue its operations
in their current form.
Fuel
The fuel business is subject to the South Australian
Environmental Protection Act 1993 and the South Australian
Dangerous Substances Act 1979. The Group monitors
performance and recorded a number of minor fuel related
incidents during the year. In all cases, corrective actions
have been taken.
DIVIDENDS
Dividends paid or declared by the Company to members since the end of the previous financial year were:
1. A fully franked ordinary dividend (taxed to 30%) of 3.5 cents per share amounting to $4,507,490 in respect of the year
ended 30 June 2021 was declared on 24 August 2021 and paid on 3 November 2021;
2. A fully franked preference dividend (taxed to 30%) of 4.0 cents per share amounting to $4,800; and
3. An interim fully franked dividend (taxed to 30%) of 4.5 cents per share in respect of the year ended 30 June 2022 was
declared on 22 February 2022 and paid on 1st April 2022 amounting to $5,898,749.
The final dividend declared by the Company for the year ended 30 June 2022 and payable on 3 November 2022 in respect
of the year ended 30 June 2022 comprises:
1. A fully franked ordinary dividend (taxed to 30%) of 5.0 cents per share amounting to $6,703,633 (based on the
Company’s current issued share capital); and
2. A fully franked preference dividend (taxed to 30%) of 4.0 cents per share amounting to $4,800.
The preference share dividends are included as interest expense in determining net profit.
DIVIDENDS PAID TO SHAREHOLDERS
(cents per share)
12
10
8
6
4
2
0
4.5
3.5
3.0
6.5
3.0
3.5
1.5
2.0
1.5
5.0
3.5
2.0
3.0
2.0
2.0
2.0
3.0
4.5
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
■ Interim ■ Final
12 K&S CORPORATION LIMITED ANNUAL REPORT 2022
DIRECTORS’ REPORT EVENTS SUBSEQUENT TO BALANCE DATE
TAX CONSOLIDATION
On 25 August 2022, the Directors of K&S Corporation Limited
declared a final dividend on ordinary shares in respect of
the 2022 financial year. The total amount of the dividend
is $6,703,633 which represents a fully franked dividend of
5.0 cents per share. The dividend has not been provided
for in the 30 June 2022 financial statements and is payable
on 3 November 2022.
The DRP applies in respect of the final dividend.
No other matters have arisen in the interval between
the end of the financial year and the date of this report,
including any item, transaction or event of a material and
unusual nature which, in the opinion of the Directors of
the Company, are likely 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.
INDEMNIFICATION AND INSURANCE OF DIRECTORS
AND OFFICERS
Indemnification
The Company indemnifies current and former Directors,
Executive Officers and the Secretaries of the Company
and its controlled entities against all liabilities, costs and
expenses to another person (other than the Company or
a related body corporate) to the maximum extent permitted
by law that may arise from their position as Directors,
Executive Officers and Secretaries of the Company and
its controlled entities, except where the liability arises
out of conduct involving a lack of good faith.
Insurance premiums
Since the end of the previous financial year, the Company
has paid insurance premiums of $280,324 in respect of
Directors’ and Officers’ Liability insurance contracts for
current and former officers, including Directors, Executive
Officers and the Secretaries of the Company and its
controlled entities. The insurance premiums relate to:
– Costs and expenses incurred by the relevant officers
in successfully defending proceedings, whether civil
or criminal; and
– Other liabilities that may arise from their position,
with the exception of conduct involving a wilful breach
of duty or position to gain a personal advantage.
The Officers of the Company covered by the policy include
the current Directors: T Johnson, L Winser, S Emmett,
G Walters AM, R Dalton and P Sarant. Other officers
covered by the contract are Executive Officers and the
Secretaries of the Company and Directors and the
Secretaries of controlled entities (who are not also Directors
of the Company), General Managers and other Executive
Officers of controlled entities.
Indemnification of auditors
To the extent permitted by law and excluding in
circumstances of negligence, the Company has agreed
to indemnify its auditors, Ernst & Young, as part of the
terms of its audit engagement agreement against claims
by third parties arising from the audit (for an unspecified
amount). No payment has been made to indemnify
Ernst & Young during or since the financial year.
Effective 1 July 2002, for the purposes of income taxation,
K&S Corporation Limited and its domestic based 100%
owned subsidiaries formed a tax consolidated Group.
Members of the Group entered into a tax sharing
arrangement in order to allocate income tax expense
to the wholly owned subsidiaries on a pro-rata basis.
In addition, the agreement provides for the allocation
of income tax liabilities between the entities should
the head entity default on its tax payment obligations.
CORPORATE GOVERNANCE
In recognising the need for the highest standards of
corporate behaviour and accountability, the Directors of K&S
Corporation Limited support the principles of corporate
governance. The Company’s Corporate Governance
Statement can be found on this URL on our website:
http://www.ksgroup.com.au/corporate-governance/.
ROUNDING
The Company is of a kind referred to in ASIC Corporations
(Rounding in Financial/Directors’ Reports) Instrument
2016/191 dated 24 March 2016 and in accordance with
that legislative instrument, amounts in the Financial Report
and Directors’ Report have been rounded off to the nearest
thousand dollars, unless otherwise stated.
AUDITOR INDEPENDENCE AND NON-AUDIT SERVICES
The entity’s Auditor, Ernst & Young have provided the
Group with an Auditors’ Independence Declaration which
is on page 58 of this report.
There were no non-audit services provided by the entity’s
auditor, Ernst & Young Australia.
DIRECTORS’ INTERESTS
The beneficial interest of each Director in their own name
in the share capital of the Company shown in the Register
of Directors’ Shareholdings as at the date of this report is:
Mr L Winser
Mr P Sarant
Ordinary Shares
45,687
60,000
Directors of the Company have relevant interests
in additional shares as follows:
Mr L Winser
Mr T Johnson
Mr P Sarant
Mr G Walters AM
Ordinary Shares
1,311,228
556,958
126,603
5,252
K&S CORPORATION LIMITED ANNUAL REPORT 2022 13
REMUNERATION
REPORT
(AUDITED)
This remuneration report outlines the Director and executive remuneration arrangements of the
Company and the Group in accordance with the requirements of the Corporations Act 2001
and its Regulations.
For the purposes of this report, Key Management
Personnel (KMP) of the Group are defined as those persons
having authority and responsibility for planning, directing
and controlling the major activities of the Company and
the Group, directly or indirectly, including any Director
(whether executive or otherwise) of the parent company.
For the purposes of this report, the term executive
encompasses the Managing Director, executives, general
managers and secretaries of the Parent and the Group.
Details of the Key Management Personnel are:
i) Directors
Mr T Johnson
Mr P Sarant
Mr L Winser
Mr G Walters AM
Mrs S Emmett
Mr R Dalton*
Non-Executive Chairman
Managing Director and
Chief Executive Officer
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
* Mr Dalton was appointed as a director on 24 August 2021.
ii) Other Key Management Personnel
Mr R Parikh
Mr C Bright
Chief Financial Officer
Company Secretary
REMUNERATION PHILOSOPHY
The performance of the Group depends upon the quality
of its Directors and executives. To prosper, the Group
must attract, motivate and retain highly skilled Directors
and executives.
To this end, the Group adopts the following key principles
in its remuneration policy:
– Remuneration is set at levels that will attract and retain
good performers and motivate and reward them to
continually improve business performance.
– Remuneration is structured to reward employees for
increasing Shareholder value.
– Rewards are linked to the achievement of business targets.
THE NOMINATION AND REMUNERATION COMMITTEE
From time to time, the Nomination and Remuneration
Committee may be delegated by the Board of Directors
of the Company responsibility for reviewing compensation
arrangements for the Directors, the Managing Director
and executives as well as succession. However, the
Company has a small Board of Directors and the review
of compensation arrangements and successful succession
planning can be, and is, efficiently discharged by the
Board itself.
Where requested by the Board, the Nomination and
Remuneration Committee will assess the appropriateness
of the nature and amount of remuneration of Directors and
executives by reference to relevant employment market
conditions, with the overall objective of ensuring maximum
stakeholder benefit from the retention of a high quality
Board and executives.
While the Nomination and Remuneration Committee may
review the remuneration paid to Non-Executive Directors
and the Managing Director, and the aggregate remuneration
paid to the executive team where requested by the Board,
the Board of Directors has ultimate responsibility for
determining these amounts.
REMUNERATION STRUCTURE
In accordance with best practice corporate governance,
the structure of Non-Executive Director, Managing Director
and other executive remuneration is separate and distinct.
NON-EXECUTIVE DIRECTOR REMUNERATION
Objective
The Board seeks to set aggregate remuneration at a level
which provides the Company with the ability to attract
and retain quality Directors, whilst incurring a cost which
is acceptable to Shareholders.
Structure
The Constitution and the ASX Listing Rules specify that
the maximum aggregate remuneration of Non-Executive
Directors’ shall be determined from time to time by a
general meeting of Shareholders.
The latest determination was at the Annual General Meeting
held on 20 November 2012 when Shareholders approved
a maximum aggregate remuneration of $600,000 per year.
The amount of aggregate remuneration sought to be
approved by Shareholders and the amounts paid to Directors
is reviewed annually. The Board considers the fees paid to
Non-Executive Directors of comparable companies when
undertaking the annual review, as well as periodically taking
advice from external recruitment consultants. No advice
was taken from external recruitment consultants in relation
to the fees paid to Non-Executive Directors in FY2022.
Each Non-Executive Director receives a fee for being
a Director of the Company.
There was a 2.5% increase in fees payable to
Non-Executive Directors in FY2022, with that increase
being effective from 1 September 2021.
Non-Executive Directors have long been encouraged by
the Board to hold shares in the Company (purchased by
the Director on the market). It is considered good corporate
governance for Directors to have a stake in the Company
whose Board he or she sits on.
The remuneration of Non-Executive Directors for the period
ended 30 June 2022 is detailed on page 17 of this report.
14 K&S CORPORATION LIMITED ANNUAL REPORT 2022
EXECUTIVE DIRECTOR AND EXECUTIVE
REMUNERATION
Objective
The Company aims to reward executives with a level and
mix of remuneration commensurate with their position
and responsibilities within the Company to:
– reward executives for Company, business unit and
individual performance against targets set by reference
to appropriate benchmarks;
– align the interests of executives with those of Shareholders;
– link reward with performance of the Company; and
– ensure total remuneration is competitive by
market standards.
Structure
In determining the level and make up of executive
remuneration, the Nomination and Remuneration
Committee seeks external information detailing market
levels of comparable executive roles from which the
Committee makes its recommendation to the Board.
For the Managing Director and the other executives,
remuneration programs are balanced with a mix of fixed
and variable rewards. The makeup and eligibility criteria
for short term incentives are approved by the Board
at the commencement of each financial year.
The Board reviews and considers the fees paid to the
Managing Director and other executives of comparable
companies when undertaking the annual review, as well
as periodically taking advice from external recruitment
consultants. No advice was taken from external recruitment
consultants in relation to the fees paid to the Managing
Director and other executives for the year ended
30 June 2022.
As safety performance is a key organisational goal and
critical to the ongoing operations of the Group, the Board
believes that aligning the payment of short-term incentives
to reducing lost time injuries is appropriate and in the
interests of Shareholders.
As the Company’s annual budget for operating profit before
tax is set with a view to increasing the profit generated by
the Company, growing earnings per share, and improving
the Company’s capacity to pay dividends, the Board also
believes that aligning the payment of short term incentives
to the attainment of budgeted profit before tax on a
normalised basis is appropriate and in the interests of
Shareholders. The Board also believes that having all of
the Company’s executives aligned to the common goal
of achieving budgeted operating profit before tax drives
positive behaviours amongst the executives in maximising
Group wide benefits from operating activities.
The Board also has a strong focus on working capital
management. The implementation of appropriate payment
terms with the Company’s and the collection of amounts
invoiced to customers in a timely manner is fundamental
to working capital management and reducing the potential
for customer default/non-payment. For the CFO and
executives with responsibility for the management of
trading divisions, the Board believes that a component
of short-term incentives ought be aligned to a reduction
in debtor days.
For the year ended 30 June 2022, the Board approved
the adoption of at risk short-term incentives of up to 30%
of the base remuneration of the Managing Director and
executives. The payment of such short-term incentives
is to be settled in cash.
Payment of the short-term incentive in respect of the
2022 financial year for the Managing Director and
Company Secretary was conditional upon:
– outperformance of budgeted Group and divisional
(where applicable) profit before tax on an underlying basis
and excluding any non-trading items (e.g., government
wage subsidies or restructuring charges, but including
any non-trading items that have been included in the
budget) on a sliding scale up to a maximum of 20%
of base remuneration:
Underlying
Profit
Before Tax
STI
(Short term
incentive)
Budget
+ 0.5%
to
1.99%
Budget
+ 2.0%
to
3.99%
Budget
+ 4.0%
to
5.99%
Budget
+ 6.0%
to
7.99%
Budget
+ 8.0%
to
9.99%
Budget
+10.0%
to
11.99%
Budget
+ 12.0%
to
13.99%
Budget
+ 14.0%
to
15.99%
Budget
+ 16.0%
to
17.99%
Budget
+ 18.0%
to
18.99%
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