Mitchell Services
Annual Report 2016

Plain-text annual report

ANNUAL REPORT 2016 MITCHELL SERVICES LTD ACN 149 206 333 ANNUAL REPORT 30 JUNE 2016 CONTENTS Chairman’s Report Chief Executive Officer’s Report Directors’ Report Corporate Governance Statement Auditor’s Independence Declaration 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 Directors’ Declaration Independent Auditor’s Report Additional Australian Stock Exchange Information Corporate Directory 3 5 9 18 24 25 26 27 28 29 55 56 58 61 A N N U A L R E P O R T 2 0 1 6 CHAIRMAN’S REPORT FOR THE YEAR ENDED 30 JUNE 2016 Nathan Andrew Mitchell Executive Chairman Despite subdued global economic growth and commodity prices, Mitchell Services has made significant progress towards delivering on its long term strategy. ‘Our key achievements have aligned closely with these objectives and our broader strategy’ From the outset it has been Mitchell Services’ vision to become Australia’s leading provider of drilling services. To achieve this vision we put in place a three phase process: Phase 1 – Business Ready Phase 2 – Ramp up Phase 3 – Business Refinement With phases 1 - 2 completed our 2016 objectives were very much focused on phase three. Phase three was the process of taking advantage of our strong position in the drilling market and capitalising on long term revenue streams from high quality Tier 1 clients. This phase also involved a focus on reducing costs in the business, delivering efficient, safe and quality services to our clients and identifying appropriate levels of surplus assets that could potentially be sold to reduce debt levels. Looking back over this past year, it is pleasing to note that our key achievements have aligned so closely with these objectives and our broader strategy; Long term revenue streams with Tier 1 clients Our Tier 1 client base has strengthened significantly during the 2016 financial year, with 88% of the Group’s total revenue attributable to revenue from long term contracts with major Tier 1 mining companies. As a result, the Group has again recorded strong year on year revenue growth with total revenue increasing from $25.2 million in 2015 to $33.0 million in 2016. Efficient service delivery and cost reduction Following the successful acquisition and integration of assets previously owned by Nitro Drilling in July 2015, Mitchell Services has assembled one of the highest quality fleets in Australia capable of providing outstanding service to clients across the resources industry. An added focus on innovation and cost reduction has resulted in positive EBITDA at a utilisation level of less than 30%, with the Group recording EBITDA of $522k for the year compared to negative EBITDA of $4,322k in 2015. Safety The team has made significant progress with regards to the safety of our most valuable assets - our people. Improved safety and risk management systems have resulted in both the frequency and severity of injuries reducing across all areas of the business. Rationalisation and debt reduction In late 2015, we embarked on a strategic asset rationalisation and debt reduction process. During this process the Group realised $6 million in proceeds from asset sales which were used to fund necessary capital expenditure and reduce debt. We will continue to be heavily reliant on the general strengthening of our sector, however the broader strategy of the business remains; that upon return to normal market conditions with a significantly diminished competitor base, we will be well placed to deliver strong returns to our shareholders. That said, it is extremely pleasing to note that this year’s growth and improvements were achieved in a subdued market that remains challenging. ‘Mitchell Services has assembled one of the highest quality fleets in Australia’ We remain mindful of the fact that business growth such as that achieved in 2016 should be done so in a measured, structured manner and in an environment of sound risk management and corporate governance. In October 2015 the Company appointed Mr Neal O’Connor as Non-Executive Director and Chairman of the Audit and Risk Committee and Remuneration and Nominations Committee. Neal’s extensive industry experience and added focus on corporate governance makes him a valuable addition to the Mitchell Services Board. In closing I would like to thank all shareholders for your continued patience and support. I would also like to thank our team of dedicated employees who enthusiastically drive the vision and the values of Mitchell Services every day. On behalf of the Board, thank you. Nathan Andrew Mitchell Executive Chairman WE HAVE MADE SIGNIFICANT PROGRESS TOWARDS DELIVERING ON OUR LONG TERM STRATEGY 3 4 MITCHELL SERVICES LTD MITCHELL SERVICES LTD ANNUAL REPORT 2016ANNUAL REPORT 2016 CHIEF EXECUTIVE OFFICER’S REPORT FOR THE YEAR ENDED 30 JUNE 2016 Revenue from underground drilling has grown by 681% compared to 2015 and now accounts for 23% of our total operating revenue. Geographical diversity remains a key longer term goal and we are actively exploring opportunities across other states of Australia and internationally. THE FUTURE The business is better positioned than ever to move forward into the future on the strong foundation of contracted revenue from Tier 1 clients. Mitchell Services will use this foundation to further deliver on our vision of being Australia’s leading provider of drilling services to the global exploration, mining and energy industries. In FY17 our goal is to further build on this strong foundation by converting tender pipeline opportunities into contract wins. We will focus on utilising assets that we have acquired whilst increasing the geographical spread of our rigs into other key markets. I would like to thank the Board for their on-going support and guidance, my senior executive and all of our teams that have gone above and beyond in another very challenging year in the mining services industry. I look forward to a safe and productive year ahead and hopefully with some big contract wins. Some of the notable achievements include: • • • • No lost time injuries in FY16. Revenue has grown by 120% since the lows of FY14 and increased 31% year on year. Tier 1 client revenue has increased significantly as a percentage of overall income. EBITDA positive with less than 30% of our fleet being utilised. • Tender pipeline of opportunities continues to grow. Andrew Michael Elf Chief Executive Officer We have refined the business over the last year which was the final phase in our business optimisation strategy. The key points below demonstrate the focus of work undertaken over the last year as part of this strategy. Take advantage of our strong position in key markets. Capitalise on long term revenue streams from Tier 1 clients. Focus on reducing costs in the business. Deliver efficient, safe and quality services to our clients. Acquisition and integration of Nitro Drilling assets. • • • • • • Upgrade asset fleet and sell non-core assets to reduce commercial debt levels and optimise asset mix. REVENUE DIVERSIFICATION I am pleased with the progress the Company has made over the last year given the continued challenges we face as a mining services provider under the current general market conditions. ‘I am pleased with the progress the Company has made over the last year’ Management remains mindful of the importance of diversification in the revenue streams of the business. Key areas in this regard include diversity in commodity mix, diversity in the mix between underground and surface drilling and geographical diversity. I am extremely proud of our achievements in this regard during 2016. Our commodity mix remains well balanced with revenue from coal and revenue from minerals accounting for 46% and 51% of total operating revenue respectively. Andrew Michael Elf Chief Executive Officer EBITDA POSITIVE WITH LESS THAN 30% OF THE FLEET UTILISED. REVENUE HAS GROWN BY 120% SINCE THE LOWS OF FY14 5 6 MITCHELL SERVICES LTD MITCHELL SERVICES LTD ANNUAL REPORT 2016ANNUAL REPORT 2016CURRENT BUSINESS SUMMARY VISION TO BE AUSTRALIA’S LEADING PROVIDER OF DRILLING SERVICES TO THE GLOBAL EXPLORATION, MINING AND ENERGY INDUSTRIES NO LOST TIME INJURIES SINCE NOVEMBER 2014 REVENUE FOR 2015/16 FULL YEAR $32.97M UNDERGROUND REVENUE INCREASED FROM 3.8% TO 22.6% OF GROUP REVENUE 140+ EXPERIENCED EMPLOYEES INCREASE IN TIER 1 REVENUE FROM $16.3M IN 2015 TO $28.9M IN 2016 TENDER PIPELINE CONTINUES TO GROW 7 8 MITCHELL SERVICES LTD MITCHELL SERVICES LTD ANNUAL REPORT 2016ANNUAL REPORT 2016DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 The Directors of Mitchell Services Limited submit herewith the financial report of Mitchell Services Limited (Company) and its subsidiaries (Group) for the year ended 30 June 2016. In order to comply with the provisions of the Corporations Act 2001, the Directors’ report as follows: Robert Barry Douglas BCom, LLB (Non-Executive Director) Mr Douglas was appointed as Non-Executive Director on 29 November 2013. Mr Douglas has over 15 years of experience in finance and investment banking and is currently an Executive Director of Morgans Financial. DIRECTORS The names and particulars of the Directors of the Company during or since the end of the financial year are: Nathan Andrew Mitchell (Executive Chairman) Mr Mitchell was appointed to the Board on 29 November 2013 and appointed as Executive Chairman on 19 March 2014. Mr Mitchell has been involved in the drilling industry for virtually his entire life. With a career spanning almost 30 years, he has a proven track record as an industry leader in technical development and business growth. Mr Mitchell is currently Executive Chairman of Mitchell Group Holdings Pty Ltd including Ports, Energy and Equipment. Previously, as CEO of Mitchell Drilling Contractors, Mr Mitchell led the Company through a period of rapid local growth and directed an international expansion into India, China, Indonesia, the United States and southern Africa. Other directorships include Mitchell Drilling International Pty Ltd, Sub 161 Pty Ltd and Verso Energy Pty Ltd. Mr Mitchell also previously served on the board of Tlou Energy Limited (ASX:TOU) from June 2009 to February 2016. At the date of this report, Mr Mitchell has relevant interests in 314,763,177 shares. Mr Douglas has experience in all aspects of corporate advisory and equity capital raising for listed public companies and companies seeking to list, including offer structure, prospectus preparation, due diligence, accounts and forecasting, risk management, sales and marketing, logistics and legal requirements. During his time Mr Douglas has worked extensively with energy and resource companies. Mr Douglas has served on both the Audit and Risk Committee and the Remuneration and Nomination Committee since 20 March 2014 and was Chairman of both Committees between 21 November 2014 and 20 October 2015. At the date of this report, Mr Douglas has relevant interests in 1,964,921 shares. Neal Macrossan O’Connor LLB, GAICD (Non-Executive Director) Mr O’Connor was appointed as Non-Executive Director on 21 October 2015 and is also Chairman of the Audit and Risk and Remuneration and Nomination Committees. Mr O’Connor was formerly General Counsel and Company Secretary and an Executive Committee member of the global Xstrata Copper. He has extensive experience in the resource industry and brings an added focus on Corporate Governance and Risk Management to the Board. Peter Richard Miller (Non-Executive Director) Mr Miller was appointed as Director on 8 February 2011. At the date of this report, Mr O’Connor has relevant interests in 1,039,000 shares. Mr Miller has been involved in all aspects of the drilling industry for the past 29 years and founded Drill Torque in 1992. His experience encompasses working with all types of drilling rigs, building rigs and managing drilling companies. Having worked in most exploration areas in Australia he is intimately familiar with drilling conditions, equipment requirements and pricing structures to maximise fleet productivity. Mr Miller is widely known and well regarded in the industry. At the date of this report, Mr Miller has relevant interests in 23,905,045 shares. 9 Grant Eric Moyle Mr Moyle was appointed as Alternate Director for Mr Nathan Mitchell on 30 May 2014. Mr Moyle is the Chief Executive Officer of Mitchell Group Holdings in Brisbane. He brings to the Group his management and board experience in International Mining Services, Governance and Strategic Business Growth. At the date of this report, Mr Moyle has relevant interests in 2,369,143 shares. CHIEF EXECUTIVE OFFICER The names and particulars of the Chief Executive Officer of the Company during or since the end of the financial year are: The Group’s offerings include coal exploration, mineral exploration, mine services, large diameter, coal seam gas, directional drilling services, coal mine gas drainage and wireline services. Andrew Michael Elf BCom, FCPA, MBA, GAICD Andrew was appointed as Chief Executive Officer on 20 March 2014. There were no significant changes in the Group’s nature of activities during the year. REVIEW OF OPERATIONS Andrew has over 15 years finance, commercial and operational experience working in various senior roles both in Australia and overseas and was a Financial Director in Indonesia for a top 100 ASX listed company before transitioning into the drilling industry in early 2004. Andrew held several senior roles with Boart Longyear before joining Mitchell Group in March 2010, where he spearheaded the growth of the African business to an annual turnover in excess of $30 million. Andrew has extensive experience in managing drilling companies in various regions around the world which have worked for global Tier 1 mining and energy houses. CHIEF FINANCIAL OFFICER & COMPANY SECRETARY The names and particulars of the Chief Financial Officer and Company Secretary of the Company during or since the end of the financial year are: Gregory Michael Switala BCom (Hons), CA Gregory Michael Switala was appointed to the position of Chief Financial Officer and Company Secretary on 1 December 2014. Greg joined Mitchell Services in 2014 and has lead the finance team through a period of substantial growth. Greg has over 10 years’ experience in audit and commercial finance roles. PRINCIPAL ACTIVITIES The Group provides exploration and mine site drilling services to the exploration, mining, and energy industries, primarily in Australia and is currently headquartered in Seventeen Mile Rocks, Queensland. The Group specialises in various segments of the drilling market and has a history of innovation in the drilling industry. Despite challenging market conditions, revenue for the Group grew by 31% to $32.9 million for the year ended 30 June 2016 compared to $25.2 million in 2015. This substantial increase in revenue was due to a significant increase in contract wins with Tier 1 mining clients. Revenue from Tier 1 clients made up 88% of total 2016 revenue compared to 65% in 2015. The Group generated positive EBITDA of $0.5 million for the year ended 30 June 2016 compared to a 2015 negative EBITDA of $4.3 million. The Group’s operating result after income tax for the year ended 30 June 2016 was a loss of $6.0 million (2015: $17.0 million loss). Further detailed comments on operations and financial performance are included in the Chairman’s Report, Chief Executive Officer’s Report and Financial Statements included in this Annual Report. CHANGES IN STATE OF AFFAIRS Acquisition of Assets from Nitro Drilling Pty Ltd (in Liquidation) and its related entities On 6 July 2015, the Group acquired assets from Nitro Drilling Pty Ltd (Receivers and Managers appointed) (In Liquidation) for $16.1 million, funded by a combination of $8.4 million in equity raised and $8.5 million debt provided by major shareholders, Washington H. Soul Pattinson & Company Limited and Mitchell Family Investments (Qld) Pty Ltd as trustee for the Mitchell Family Investment Trust. Further details on the acquisition along with the associated funding instruments are included in the Financial Statements included in this Annual Report. 10 MITCHELL SERVICES LTD MITCHELL SERVICES LTD ANNUAL REPORT 2016ANNUAL REPORT 2016 SUBSEQUENT EVENTS Pursuant to the facility agreements with Washington H. Soul Pattinson & Company Limited and Mitchell Family Investments (Qld) Pty Ltd as trustee for the Mitchell Family Investment Trust, the Company issued 53,125,000 new fully paid ordinary shares on 6 July 2016 as consideration for the second years interest payable under those facilities, bringing the total number of shares on hand on 6 July 2016 to 1,471,498,973. LIKELY DEVELOPMENTS The Group will continue to pursue its principal activities during the next financial year. ENVIRONMENTAL REGULATIONS The Group’s operations are not subject to any particular and significant environmental regulation under a law of the Commonwealth or of a State or Territory. However, the Group does provide services to entities that are licensed or otherwise subject to conditions for the purposes of environmental legislation or regulation. In these instances, the Group undertakes its compliance duties in accordance with the contractor regime implemented by the licensed or regulated entity. DIVIDENDS There were no dividends paid in respect of the year ended 30 June 2016. SHARES UNDER OPTION Details of unissued shares or interests under option as at the date of this report are: Grant Date 23 May 2016 Exercise Price Number under Option $0.0395 16,362,395 16,362,395 INDEMNIFICATION OF OFFICERS AND AUDITORS During the financial year, the Company has given an indemnity or entered into an agreement to indemnify, or paid or agreed to pay insurance premiums as follows: The Company has paid premiums to insure each of the Directors and Company Officers against liabilities for costs and expenses incurred by them in defending legal proceedings arising from their conduct while acting in the capacity of Director or Officer of the Company other than conduct involving a wilful breach of duty in relation to the Company. The total premiums paid in this regard amounted to $41,190.52. The Company has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified or agreed to indemnify an officer or auditor of the Company against a liability incurred as such an Officer or auditor. DIRECTORS’ MEETINGS The following table sets out the number of Directors’ meetings (including meetings of Committees of Directors) held during the financial year and the number of meetings attended by each Director (while they were a Director or Committee Member). During the financial year, 14 Board meetings, 1 Remuneration and Nomination Committee meeting and 4 Audit and Risk Committee meetings were held. Directors Board of Directors Remuneration and Nomination Committee Audit and Risk Committee Entitled to Attend Attended Entitled to Attend Attended Entitled to Attend Attended N.A. Mitchell P.R Miller R.B Douglas N.M O'Connor G.E. Moyle 14 14 14 8 - NON-AUDIT SERVICES 14 13 14 8 - - - 1 1 - - - 1 1 - 1 - 4 3 - 1 - 4 3 - There were no amounts paid or payable to the auditor for non-audit services provided during the year by the auditor. Refer to note 26 to the Financial Statements. During the year ended 30 June 2016, the Company established an Executive Share and Option Plan (ESOP) as a mechanism to incentivise and retain senior management personnel. AUDITOR’S INDEPENDENCE DECLARATION Pursuant to offers made under the ESOP, 16,362,395 options were granted to certain members of the Senior Management Team on the following terms: (a) Subject to the satisfaction of vesting conditions, each option entitles the holder to purchase one fully paid ordinary share (b) The options will expire as specified in the offer – that is, the earlier of: the date upon which it is deemed that the vesting conditions have not been met the date upon which the employee ceases employment i. ii. iii. seven years after vesting date. Further details with regards to the ESOP are provided as part of the Remuneration Report on pages 12 to 16. During the year ended 30 June 2016, there were no shares in Mitchell Services Limited issued on the exercise of options granted. 11 The Auditor’s Independence Declaration is included on page 24 of the Annual Report. REMUNERATION REPORT This Remuneration Report, which forms part of the Directors’ Report, sets out information about the remuneration of the Group’s Key Management Personnel (KMP) for the financial year ended 30 June 2016. The term Key Management Personnel refers to those persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, including any Director (whether executive or otherwise) of the Group. 12 MITCHELL SERVICES LTD MITCHELL SERVICES LTD ANNUAL REPORT 2016ANNUAL REPORT 2016DIRECTORS’ REPORT CONTINUEDFOR THE YEAR ENDED 30 JUNE 2016 Key Management Personnel The Directors and other KMP of the Group during or since the end of the financial year were: Nathan Andrew Mitchell (Executive Chairman) Peter Richard Miller (Non-Executive Director) Robert Barry Douglas (Non-Executive Director) Neal Macrossan O’Connor (Non-Executive Director – appointed 21 October 2015) Andrew Michael Elf (Chief Executive Officer) Gregory Michael Switala (Chief Financial Officer and Company Secretary) Remuneration Policy The Remuneration Policy of the Group has been designed to align KMP objectives with shareholder and business objectives by providing a fixed remuneration component and offering specific long-term incentives to key employees based on key performance areas affecting the Group’s financial results. The Board believes the Remuneration Policy to be appropriate and effective in its ability to attract and retain high quality KMP to run and manage the Group. The Board’s policy for determining the nature and amount of remuneration for KMP of the Group is as follows: The Board’s policy is to remunerate Non-Executive Directors at market rates for time, commitment and responsibilities. The Remuneration and Nomination Committee determines payments to the Non-Executive Directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to Non-Executive Directors is subject to approval by shareholders at the Annual General Meeting. Relationship between the Remuneration Policy and Group performance The Remuneration Policy has been tailored to align the pursuit of the growth and success of the Group between shareholders, Directors and Executives. To achieve this aim, shares and options have been issued to specific Executives to encourage the alignment of personal and shareholder interests. The Group believes this policy will assist in increasing shareholder wealth in future years. Employment details of members of Key Management Personnel Andrew Michael Elf Gregory Michael Switala Notice Period 3 months 4 weeks • • • • • The remuneration policy is to be developed by the Remuneration and Nomination Committee and approved by the Board. Professional advice may be sought from independent external consultants if required; All KMP receive a base salary (which is based on factors such as length of service and experience), superannuation, and may receive fringe benefits, options and performance incentives; Any performance incentives will generally only be paid once predetermined key performance indicators have been met; The performance criteria relating to incentives are aligned with the interests of the Group and therefore shareholders; The employment terms and conditions of KMP are formalised in contracts of employment. A contracted person deemed employed on a permanent basis may terminate their employment by providing the relevant notice period as outlined below. Long-term employee benefits During the year ended 30 June 2016, the Company established an Executive Share and Option Plan (ESOP). KMP participate in the ESOP to align Directors’ and management’s interests with shareholders’ interests and to ensure that a suitable mechanism is in place to assist in retaining and incentivising key Executives and Senior Managers. The Remuneration and Nomination Committee reviews KMP packages annually by reference to the Group’s performance, executive performance and comparable information from industry sectors. The following shares issued and options granted pursuant to the ESOP during the 2016 financial year to KMP still exist at the date of this report: The performance of executive KMP is measured against criteria agreed annually based predominantly on the growth of the Group’s profits and shareholder’s value and take into account critical safety and operational metrics Any bonuses and incentives awarded must be linked to predetermined performance criteria. The Board may, however, exercise its discretion in relation to approving incentives, bonuses and options, and can recommend changes to the Remuneration and Nomination Committee’s recommendations. Any change must be justified by reference to measurable performance criteria. The policy is designed to attract the highest calibre of Executives and Senior Managers and reward them for performance results leading to long-term growth in shareholder wealth. KMP receive a superannuation guarantee contribution required by the government, which is currently 9.5% of the individual’s ordinary earnings, and do not receive any other retirement benefits. Some individuals have chosen to sacrifice part of their salary to increase payments towards superannuation. Upon retirement, KMP are paid employee benefit entitlements accrued to the date of retirement. KMP will receive redundancy benefits if applicable. Any options not exercised before or on the date of termination of employment with the Group will lapse. KMP Award Grant date Granted in FY2016 Fair value per instrument at grant date Vested in FY2016 Held at 30 June 2016 Exercisable at 30 June 2016 Date award may vest Andrew Michael Elf Options 23 May 2016 6,643,133 Gregory Michael Switala Shares 23 May 2016 1,995,531 Options 23 May 2016 4,581,471 Shares 23 May 2016 1,376,228 0.0074 0.0140 0.0074 0.0140 - - - - 6,643,133 1,995,531 4,581,471 1,376,228 - 01 May 2018 - 01 May 2018 - 01 May 2018 - 01 May 2018 13 14 MITCHELL SERVICES LTD MITCHELL SERVICES LTD ANNUAL REPORT 2016ANNUAL REPORT 2016DIRECTORS’ REPORT CONTINUEDFOR THE YEAR ENDED 30 JUNE 2016 Pursuant to offers made under the ESOP, options were granted and shares were issued under the following major terms. Remuneration of Key Management Personnel The compensation of each member of the KMP of the Group is set out below: In the case of the options: (a) Subject to the satisfaction of vesting conditions*, each option entitles the holder to purchase one fully paid ordinary share. (b) The options will expire as specified in the offer – that is, the earlier of: the date upon which it is deemed that the vesting conditions have not been met the date upon which the employee ceases employment (i) (ii) (iii) seven years after vesting date. (c) The exercise price is $0.0395 for each option. (d) Options granted do not carry dividend or voting rights. In the case of the shares: (a) Shares issued under the ESOP are held by a designated Corporate Trustee subject to the satisfaction of vesting conditions*. (b) Upon satisfaction of vesting conditions, shares will be issued for nil consideration. * Subject to the discretion of the Board, the extent to which an employee’s shares or options will vest under the ESOP will be determined having regard to EBITDA performance, share price, safety performance, operational performance and the relevant employees individual KPIs. Fixed remuneration paid Short-term employee benefits Post- employment benefits Termination benefits Non- monetary benefits Long-term employee benefits2 Salary Superannuation Motor Vehicles1 Shares Options $ $ $ $ $ $ Nathan Andrew Mitchell Executive Chairman Peter Richard Miller Non-Executive Director Robert Barry Douglas Non-Executive Director Ralph Howard Craven Former Non-Executive Director Neal Macrossan O’Connor Non-Executive Director Andrew Michael Elf Chief Executive Officer Gregory Michael Switala Chief Financial Officer and Company Secretary Robert Ian Witty Former Chief Financial Officer and Company Secretary 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 80,000 80,000 36,000 36,000 36,000 36,000 - 20,367 36,344 - 260,000 254,604 180,000 104,999 - 7,599 7,599 3,419 3,419 3,419 3,419 - 1,935 1,806 - 24,699 24,187 17,099 9,974 - - - - - - - - - - - - - - - - 96,611 9,392 129,179 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 14,902 14,861 4,200 4,744 - - 1,414 2,353 - 975 - - - - 1,623 - - - 1. The figures in this column relate to use of a Company motor vehicle to carry out duties as well as reasonable personal use. The amount included in the above remuneration table is the value attributable to such personal use calculated in accordance with the statutory requirements of the Fringe Benefits Tax Act 1986. 2. The figures in these columns for share-based payments were not actually provided to the KMP during the financial year. These amounts are calculated in accordance with the Accounting Standards and are the amortised AASB fair values of equity and equity-related instruments that have been granted to KMP. Refer to note 20 in the Notes to the Financial Statements. 15 16 MITCHELL SERVICES LTD MITCHELL SERVICES LTD ANNUAL REPORT 2016ANNUAL REPORT 2016DIRECTORS’ REPORT CONTINUEDFOR THE YEAR ENDED 30 JUNE 2016 This Directors’ Report, incorporating the Remuneration Report, is signed in accordance with a resolution of Directors made pursuant to section 298(2) of the Corporations Act 2001. On behalf of the Directors Nathan Andrew Mitchell Executive Chairman Dated at Brisbane this 30th day of August 2016 17 CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2016 The Board considers there to be a clear and positive relationship between the creation and delivery of long-term shareholder value and high-quality corporate governance. Accordingly, in pursuing its objective, the Board has committed to corporate governance arrangements that strive to foster the values of integrity, respect, trust and openness amongst and between the Board members, management, employees, customers and suppliers. Unless stated otherwise in this document, the Board’s corporate governance arrangements comply with the recommendations of the ASX Corporate Governance Council for the entire financial year ended 30 June 2016. 1. Board of Directors The full Board currently holds not less than 10 scheduled meetings each year, plus strategy meetings and any extraordinary meetings at such other times as may be necessary to address any specific significant matters that may arise. The agenda for meetings is prepared by the Company Secretary in conjunction with the Chairperson. Standing items include the Chief Executive Officer report, People and Risk report, Area Manager’s reports, Financial reports and Commercial and Business Development reports. The Board package is provided to all concerned in advance of meetings. Executives are regularly involved in Board discussions and Directors have other opportunities, including visits to business operations, for contact with a wider group of employees. 1.1. Role of the Board The Board’s primary role is the protection and enhancement of long-term shareholder value. The Company Secretary is accountable directly to the Board, through the chair, on all matters to do with the proper functioning of the Board. To fulfil this role, the Board is responsible for the overall corporate governance of the Group including formulating its strategic direction, approving and monitoring capital expenditure, setting remuneration, appointing, removing and creating succession policies for Directors and Senior Executives, establishing and monitoring the achievement of management’s goals and ensuring the integrity of risk management, internal control, legal compliance and management information systems. It is also responsible for approving and monitoring financial and other reporting. The Board has delegated responsibility for operation and administration of the Group to the Chief Executive Officer and Executive Management. Responsibilities are delineated by formal authority delegations. 1.2. Board processes To assist in the execution of its responsibilities, the Board has established 2 board committees which include Remuneration and Nomination Committee and an Audit and Risk Committee. Both committees have written charters which are reviewed on a regular basis. The Board has also established a framework for the management of the Group including a system of internal control, a business risk management process and the establishment of appropriate ethical standards. 1.3. Director and executive education The Group has an informal induction process to educate new Directors about the nature of the business, current issues, the corporate strategy, the culture and values of the Group, and the expectations of the Group concerning performance of Directors. In addition, Directors are also educated regarding meeting arrangements and Director interaction with each other, Senior Executives and other stakeholders. Directors also have the opportunity to visit Group facilities and meet with management to gain a better understanding of business operations. Directors are given access to continuing education opportunities to update and enhance their skills and knowledge. The Group also has an informal process to educate new senior executives upon taking such positions. This involves reviewing the Group’s structure, strategy, operations, financial position and risk management policies. Independent professional advice and access to 1.4. Group information Each Director has the right of access to all relevant Group information and to the Group’s Executives and, subject to prior consultation with the Chairman, may seek independent professional advice from a suitably qualified adviser at the Group’s expense. The Directors must consult with an adviser suitably qualified in the relevant field and obtain the Chairman’s 18 MITCHELL SERVICES LTD MITCHELL SERVICES LTD ANNUAL REPORT 2016ANNUAL REPORT 2016DIRECTORS’ REPORT CONTINUEDFOR THE YEAR ENDED 30 JUNE 2016 approval of the fee payable for the advice before proceeding with the consultation. A copy of the advice received by the Directors is made available to all other members of the Board. 1.5. Composition of the Board The names of the Directors of the Company in office at the date of this report together with their respective mix of skills, experience and length of service are set out in the Directors’ Report on page 9 and 10 of this report. The Group believes it is in its best interests to maintain a small but efficient Board. On 20 October 2015 the Company appointed Mr Neal O’Connor as Non-Executive Director. Following Mr O’Connor’s appointment, the Board consisted of 3 Non-executive Directors (being Peter Miller, Robert Douglas and Neal O’Connor) and Executive Chairman, Nathan Mitchell. As at the date of this report two of the four board members are considered independent, being Robert Douglas and Neal O’Connor. The Executive Chairman is Mr Nathan Mitchell. Under the guidelines, Mr Mitchell does not meet the criteria for independence as he is a Director of a substantial shareholder. Peter Richard Miller is also a substantial shareholder and does not meet the criteria for independence. Under the guidelines, the majority of the Board should be independent as should the Chair. All Directors are committed to bringing their independent views and judgement to the Board and, in accordance with the Corporations Act 2001, must inform the Board if they have any interest that could conflict with those of the Group. Where the Board considers that a conflict exists, the Director concerned will not be present at the meeting while the item is considered. For these reasons, the Board believes that each of these Directors may be considered to be acting independently in the execution of their duties. The Board considers the mix of skills and the diversity of Board members when assessing the composition of the Board. The Board assesses existing and potential Directors’ skills to ensure they have appropriate industry expertise in the Group’s business operations. The Board undertakes appropriate checks before appointing a person as a Director and provides security holders with all material information relevant to a decision on whether or not to elect a Director. The Board’s policy is to seek a diverse range of Directors who have a range of skills, ages, genders and ethnicity that complements the environment in 19 which the Group operates and having due regard to the current size of the Group (refer section 8 below on skills and diversity). 2. Remuneration and Nomination Committee Under the principles and recommendations of the ASX Corporate Governance Council, the Remuneration and Nomination Committee should consist of at least 3 members, each of whom should be Non-Executive Directors. Given the relatively small size of the Board, the Directors are of the opinion that 2 members are sufficient to properly discharge the duties of the committee. The Chairman of the Committee should be an independent Director. The Committee has 2 distinct roles as follows: • • Remuneration related matters; and Nomination related matters. The members of the Remuneration and Nomination Committee during the year were: • Mr Neal Macrossan O’Connor – Chairman and Non- Executive Director • Mr Robert Barry Douglas – Non-Executive Director and former Chairman Mr Neal O’Connor was appointed Chairman of the Committee on 21 October 2015. Whilst remaining on the Committee, Mr Robert Douglas resigned as Chairman following Mr O’Connor’s appointment. All Directors are invited to Remuneration and Nomination Committee meetings at the discretion of the Committee. The Committee met once during the year and Committee members’ attendance record is disclosed in the table of Directors’ meetings on page 12 of this report. Remuneration related matters The Committee assists the Board in the general application of the remuneration policy. In doing so, the Committee is responsible for: • • Developing remuneration policies for Directors and Key Management Personnel; Reviewing Key Management Personnel packages annually and, based on these reviews, making recommendations to the Board on remuneration levels for Key Management Personnel; and Assisting the Board in reviewing Key Management Personnel performance annually. • Executive Directors and Senior Executives are remunerated by way of salary, non-monetary benefits and statutory superannuation in accordance with written agreements that set out the terms of their appointments. Non-Executive Directors are remunerated by way of salary and statutory superannuation. There are no schemes for retirement benefits for Directors other than statutory superannuation arrangements for Non-Executive Directors. Further disclosure on the policies and practices regarding remuneration is contained in the Remuneration Report of this Annual Report. in relation to the external audit function, accounting policies, financial reporting, funding, financial risk management, business risk monitoring and insurance. The members of the Audit and Risk Committee during the year were: • Mr Neal Macrossan O’Connor – Chairman and Non- Executive Director • Mr Robert Barry Douglas – Non-Executive Director and former Chairman Mr Neal O’Connor was appointed Chairman of the Committee on 21 October 2015. Whilst remaining on the Committee, Mr Robert Douglas resigned as Chairman following Mr O’Connor’s appointment. Nomination related matters The Committee assists the Board in ensuring that the Board comprises Directors with a range and mix of attributes appropriate for achieving its objective. The Committee does this by: The external auditors and the Chief Executive Officer are invited to Audit and Risk Committee meetings at the discretion of the Committee. The Committee met 3 times during the year and Committee members’ attendance record is disclosed in the table of Directors’ meetings on page 12 of this report. • Overseeing the appointment and induction process • for Directors; Reviewing the skills and expertise of Directors and identifying potential deficiencies; Identifying suitable candidates for the Board; • • Overseeing Board and Directors reviews on an annual • basis; and Establishing succession planning arrangements for the Executive team. The Chief Executive Officer and the Chief Financial Officer declared in writing to the Board that the financial records of the Group for the financial year have been properly maintained, the Group’s financial reports for the financial year ended 30 June 2016 comply with accounting standards and present a true and fair view of the Group’s financial condition and operational results and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. This statement is required annually. 3. Audit and Risk Committee 4. Performance evaluation The Audit and Risk Committee has a documented charter, approved by the Board. Under the principles and recommendations of the ASX Corporate Governance Council, the Committee should consist of at least 3 members, each of whom should be Non-Executive Directors. Given the relatively small size of the Board, the Directors are of the opinion that 2 members are sufficient to properly discharge the duties of the Committee for the present time. The Chairman of the Committee should be an independent Director and should not be Chairman of the Board. The purpose of the Committee is to assist the Board in the effective discharge of its responsibilities The Remuneration and Nomination Committee is required to annually review the effectiveness of the functioning of the Board, its committees, individual Directors and Senior Executives through internal peer review. 5. Risk management The Board considers identification and management of key risks associated with the business as vital to creating and delivering long-term shareholder value. 20 MITCHELL SERVICES LTD MITCHELL SERVICES LTD ANNUAL REPORT 2016ANNUAL REPORT 2016CORPORATE GOVERNANCE STATEMENT CONTINUEDFOR THE YEAR ENDED 30 JUNE 2016The main risks that could negatively impact on the performance of the Group’s business activities include: • • • • Safety of our people and our contractors; Seasonal conditions and business interruptions; Dependence on key personnel and labour shortages; Customer demand and outlook for the resources industry. An assessment of the business’s risk profile is undertaken and reviewed by the Board annually, covering all aspects of the business from the operational level through to strategic level risks. Executive management has been delegated the task of implementing internal controls to identify and manage risks for which the Board provides oversight. The effectiveness of these controls is monitored and reviewed regularly by management. Executive management has reported on an ongoing basis (via monthly board meetings) to board as to whether the Group’s business risks have been effectively managed. In addition to their regular reporting on business risks, risk management and internal control systems, the Chief Executive Officer and Chief Financial Officer have provided assurance, in writing to the Board: • • That the financial reporting risk management and associated compliance and controls have been assessed and found to be operating effectively; and The Group’s financial reports are founded on a sound system of risk management and internal compliance and control. The Board is responsible for the overall internal control framework, but recognises that no cost-effective internal control system will preclude all errors and irregularities. In the absence of an internal audit function, comprehensive practices have been established to ensure: Capital expenditure and revenue commitments above a certain size obtain prior Board approval; Financial exposures are controlled; Health and safety standards and management systems are monitored and reviewed to achieve high standards of performance and compliance with regulations; Business transactions are properly authorised and executed; The quality and integrity of personnel; • • • • • 21 • • Financial reporting accuracy and compliance with the financial reporting regulatory framework. Monthly actual results are reported against budgets approved by the Directors and revised forecasts for the year are prepared regularly; and Regulation compliance. The Group’s health, safety, environment and sustainability obligations are monitored by all members of the Board. 6. Ethical standards All Directors, managers and employees are expected to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Group. Every employee has a nominated supervisor to whom they may refer any issues arising from their employment. The Board reviews its Code of Conduct and Ethics regularly and processes are in place to promote and communicate these policies. Conflict of interest Directors must keep the Board advised, on an on-going basis, of any interest that could potentially conflict with those of the Group. The Board has developed procedures to assist Directors to disclose potential conflicts of interest. Where the Board believes that a conflict exists the Director concerned will not be present at the meeting while the item is considered. Details of Director related entity transactions with the Group are set out in note 24 to the financial statements. Code of conduct The Group has advised each Director, manager and employee that they must comply with the Group’s Code of Conduct and Ethics. The code requires all Directors, management and employees to at all times with all relevant stakeholders: • • • • • • Act honestly and in good faith; Exercise due care and diligence in fulfilling the functions of office; Avoid conflicts and make full disclosure of any possible conflict of interest; Comply with both the letter and spirit of the law; Encourage the reporting and investigation of unlawful and unethical behaviour; and Comply with the share trading policy. Share trading policy The Share Trading Policy restricts Directors and employees from acting on price sensitive information (which is not available to the public) until it has been released to the market and adequate time has been given for this to be reflected in the company’s share price. • • Directors and other Key Management Personnel are also prohibited from trading during closed periods. Closed periods are periods other than 6 weeks commencing from: • • • The release of the Group’s annual result to the ASX; The release of the Group’s half-yearly result to the ASX; and The date of the Annual General Meeting. 7. Communication with shareholders The Board provides shareholders with information using a comprehensive Continuous Disclosure Policy and investor relations program which includes identifying matters that may have a material effect on the price of the Company’s shares and notifying them to the ASX. In summary, the Continuous Disclosure Policy operates as follows: • • • • The Company Secretary (also the Chief Financial Officer) and the Chief Executive Officer are responsible for interpreting the Group’s policy and where necessary informing the Board. The Company Secretary is responsible for all communications with the ASX. Such matters are advised to the ASX after they are discovered but are referred to the Board in the first instance. The full Annual Report is provided via the Company’s website to all shareholders (unless a shareholder has specifically requested to receive a physical copy or not to receive the document). It provides relevant information about the operations of the Group during the year, changes in the state of affairs and details of future developments. The half-yearly report contains summarised financial information and a review of the operations of the Group during the period. The half-year reviewed financial report is lodged with the ASX and sent to any shareholder who requests it. Proposed major changes in the Group which may impact on share ownership rights are submitted to a vote of shareholders. All announcements made to the market can be accessed via the company’s website after they have been released to the ASX. The external auditor attends the Annual General Meetings to answer questions concerning the conduct of the audit, the preparation and content of the auditor’s report, accounting policies adopted by the Group and the independence of the auditor in relation to the conduct of the audit. The Board encourages full participation of shareholders at the Annual General Meeting, to ensure a high level of accountability and identification with the Group’s strategy and goals. Important issues are presented to the shareholders as single resolutions. 8. Skills and diversity Diversity The Company has an established Equity and Diversity Policy relating to its Board Members, Senior Executives and across the whole organisation with an objective to recruit and manage on the basis of qualification for the position and performance; regardless of gender, age, nationality, race, religious beliefs, cultural background or sexuality. In summary, the Equity and Diversity Policy operates as follows: The Company has zero tolerance toward discrimination. To achieve this, we are committed to: • • • • • Ensuring a working environment that is free of all forms of harassment. Valuing the diversity among our employees, and all those with whom we do business. Conducting business activities such as the hiring, promotion, and compensation of employees without regard to race, colour, religion, gender, gender identity or expression, sexual orientation, national origin, genetics, disability, or age. The employment and development of Indigenous employees in all the countries where we operate. Complying with all applicable legislative requirements. 22 MITCHELL SERVICES LTD MITCHELL SERVICES LTD ANNUAL REPORT 2016ANNUAL REPORT 2016CORPORATE GOVERNANCE STATEMENT CONTINUEDFOR THE YEAR ENDED 30 JUNE 2016To achieve this, we will: • • • Adhere to the Company Code of Conduct and be guided by the Company’s Values. Recruit a diverse range of people with a diverse range of talents to help us achieve our goals. Employ the best person for the job regardless of race, colour, religion, gender, gender identity or expression, sexual orientation, national origin, genetics, disability, or age. Select on the principles of merit and fairness in all employment practices. Ensure that all reports of workplace discrimination are treated seriously, promptly and fairly with due regard to the principals of procedural fairness, natural justice and confidentiality. Take appropriate action against individuals engaging in discriminatory conduct. Build relationships and promote opportunities for Indigenous peoples throughout all of our operations, while encouraging cultural awareness and respect amongst our staff. • • • • • Make confidential counselling and support available to employees to as assist with any workplace issues that may arise. The proportion of women employees in the whole organisation is detailed below: Women on the Board Women in senior management roles1 Women employees in the Group 2016 2015 No. - 1 7 % - 14.29 4.76 No. - - 4 % - - 3.33 AUDITOR’S INDEPENDENCE DECLARATION FOR THE YEAR ENDED 30 JUNE 2016 Auditors Independence Declaration under Section 307C of the Corporations Act 2001 to the Directors of Mitchell Services Limited As lead engagement auditor for the review of Mitchell Services Limited for the period ended 30 June 2016, I declare that, to the best of my knowledge and belief, there have been: no contraventions of 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. (i) (ii) Jessups 1. The Company has defined senior management roles as those roles which are responsible for a key business function and that report directly to either the Chief Executive Officer or Chief Financial Officer. Rodger Dunstan Partner Skills matrix The Company aims to maintain a diverse, multi-skilled Board with a range of different skills and expertise. At a minimum, these skills and expertise include: • • • • • • • • • Capital management and corporate finance experience Experience at both executive and non-executive levels An understanding of the drilling industry and mining services sector Exceptional leadership skills Experience in workplace health and safety An understanding of technological advances in the mining services industry Financial acumen and strategic capabilities Environment and sustainability experience An understanding of risk management Dated this day the 17th August 2016 Level 1, 19 Stanley Street TOWNSVILLE QLD 4810 23 24 MITCHELL SERVICES LTD MITCHELL SERVICES LTD ANNUAL REPORT 2016ANNUAL REPORT 2016CORPORATE GOVERNANCE STATEMENT CONTINUEDFOR THE YEAR ENDED 30 JUNE 2016CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2016 CONSOLIDATED STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 30 JUNE 2016 Continuing operations Revenue Gain/(loss) on sale of assets Advertising Drilling consumables Employee and contract labour expenses Fuel and oil Freight and couriers Hire of plant and equipment Insurances Legal and consultant fees Rent Service and repairs Travel expenses Other expenses EBITDA Change in fair value of investment property Impairment of goodwill Depreciation expense EBIT Finance expenses Profit/(loss) before tax Income tax expense Profit/(loss) for the period from continuing operations Discontinued operations Profit/(loss) for the period from discontinued operations Profit/(loss) for the period Other comprehensive income, net of income tax Other comprehensive income for the period, net of income tax Total comprehensive income for the period Profit attributable to: Owners of the parent Total comprehensive income attributable to: Owners of the parent Earnings per share From continuing and discontinued operations Basic (cents per share) Diluted (cents per share) From continuing operations Basic (cents per share) Diluted (cents per share) 25 Note 2 & 3 3 15 28 28 28 28 2016 $ 2015 $ 32,970,247 (31,279) (31,583) (5,624,283) (16,810,104) (1,056,296) (603,461) (1,422,765) (707,452) (551,150) (590,090) (1,946,706) (1,801,799) (1,270,881) 522,398 - - (5,317,026) (4,794,628) (1,254,203) (6,048,831) - (6,048,831) 25,174,687 (713,310) (67,229) (4,495,425) (13,254,828) (1,975,127) (913,405) (1,608,672) (499,588) (146,249) (392,253) (2,860,539) (1,367,977) (1,202,532) (4,322,447) (414,282) (4,481,519) (3,429,323) (12,647,571) (526,579) (13,174,150) (3,825,333) (16,999,483) - - (6,048,831) (16,999,483) - - (6,048,831) (16,999,483) (6,048,831) (16,999,483) (6,048,831) (16,999,483) (0.43) (0.43) (0.43) (0.43) (2.20) (2.20) (2.20) (2.20) ASSETS Current assets Cash and cash equivalents Trade and other receivables Other financial assets Right to purchase assets Other assets Inventories Total current assets Non-current assets Other financial assets Property, plant and equipment Investment property Other assets Total non-current assets Total assets LIABILITIES Current liabilities Bank overdraft Trade and other payables Other financial liabilities Provisions Total current liabilities Non-current liabilities Other financial liabilities Provisions Total non-current liabilities Total liabilities Net assets EQUITY Issued capital Share issue costs Contingent option reserve Retained earnings Total equity Note 4(a) 5 6 7 8 6 13 14 7 4(b) 10 11 12 11 12 17 18 19 The accompanying notes are an integral part of these financial statements. The accompanying notes are an integral part of these financial statements. 2016 $ 2015 $ 468,973 6,107,742 981 - 461,808 1,335,189 8,374,693 281 27,275,611 2,975,000 18,000 30,268,892 38,643,585 600,088 4,795,263 2,154,437 726,271 8,276,059 12,274,422 121,534 12,395,956 20,672,015 17,971,570 48,604,378 (2,514,522) 2,122,402 (30,240,688) 17,971,570 515,679 7,148,908 3,724 16,125,000 440,156 1,869,518 26,102,985 3,195 18,286,816 2,975,000 18,000 21,283,011 47,385,996 1,130,013 24,587,154 2,293,225 367,360 28,377,752 3,655,853 97,963 3,753,816 32,131,568 15,254,428 39,219,134 (1,922,724) 2,122,402 (24,164,384) 15,254,428 26 MITCHELL SERVICES LTD MITCHELL SERVICES LTD ANNUAL REPORT 2016ANNUAL REPORT 2016 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2016 CONSOLIDATED STATEMENT OF OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2016 Note Issued Capital Contingent Option Reserve Retained Earnings Attributable to Owners of the Parent Total $ $ $ $ $ Balance at 1 July 2014 17,824,156 2,122,402 (7,135,246) 12,811,312 12,811,312 Comprehensive income Profit/(loss) for the period Other comprehensive income for the period Total comprehensive income for the period Issue of ordinary shares related to rights issue Share issue costs Recognition of share-based payments Balance at 30 June 2015 Comprehensive income Profit/(loss) for the period Other comprehensive income for the period Total comprehensive income for the period Issue of ordinary shares Share issue costs Recognition of share-based payments 19 19 17 18 20 - - - 20,195,034 (722,780) - - - - - - - (16,999,483) (16,999,483) (16,999,483) - - - (16,999,483) (16,999,483) (16,999,483) - - 20,195,034 20,195,034 (722,780) (722,780) (29,655) (29,655) (29,655) 37,296,410 2,122,402 (24,164,384) 15,254,428 15,254,428 - - - 9,385,244 (591,798) - - - - - - - (6,048,831) (6,048,831) (6,048,831) - - - (6,048,831) (6,048,831) (6,048,831) - - 9,385,244 9,385,244 (591,798) (591,798) (27,473) (27,473) (27,473) Balance at 30 June 2016 46,089,856 2,122,402 (30,240,688) 17,971,570 17,971,570 Note 2016 $ 2015 $ CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers and employees Interest received Interest paid Income tax paid Net cash provided by/(used in) operating activities 21 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of property, plant and equipment Payment for other property, plant and equipment Net cash provided by/(used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares Payments for share issue costs Proceeds from borrowings Repayment of borrowings Net cash provided by/(used in) financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period 4(c) 32,142,839 (31,852,086) 4,426 (360,900) - (65,721) 6,251,012 (18,811,975) (12,560,963) 8,535,244 (591,798) 8,500,000 (3,333,543) 13,109,903 483,219 (614,334) (131,115) 21,669,432 (25,822,159) 52,706 (498,287) (117,767) (4,716,075) 551,916 (11,992,763) (11,440,847) 20,195,034 (1,032,542) 1,282,532 (2,775,739) 17,669,285 1,512,363 (2,126,697) (614,334) 27 The accompanying notes are an integral part of these financial statements. The accompanying notes are an integral part of these financial statements. 28 MITCHELL SERVICES LTD MITCHELL SERVICES LTD ANNUAL REPORT 2016ANNUAL REPORT 2016 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 1. SIGNIFICANT ACCOUNTING POLICIES (a) General information Mitchell Services Ltd (Company) is a limited company incorporated in Australia. The addresses of its registered office and principal place of business are disclosed in the Corporate Directory of this Annual Report. The principal activities of the Company and its subsidiaries (Group) involve the provision of exploration and mine site drilling services to the mining industry. (b) Statement of compliance These financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001, Accounting Standards and Interpretations, and comply with other requirements of the law. The financial statements comprise the consolidated financial statements of the Group. For the purposes of preparing the consolidated financial statements, the Company is a for-profit entity. Accounting Standards include Australian Accounting Standards. Compliance with Australian Accounting Standards ensures that the financial statements and notes of the Group comply with International Financial Reporting Standards (IFRS). The financial statements were authorised for issue by the Directors on the date shown in the Directors’ Declaration. (c) Basis of preparation The consolidated financial statements have been prepared on the basis of historical cost, except for certain non-current assets and financial instruments that are measured at re-valued amounts or fair values, as explained in the accounting policies below. Historical cost is generally based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise noted. (d) Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Income and expense of subsidiaries acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate. Total comprehensive income of subsidiaries is attributed to the owners of the Company. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation. Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control are accounted for as equity transactions. The carrying amounts of the Group’s interest’s and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company. When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. When assets of the subsidiary are carried at re-valued amounts or fair values and the related cumulative gain or loss has been recognised in other comprehensive income and accumulated in equity, the amounts previously recognised in other comprehensive income and accumulated in equity are accounted for as if the Group had directly disposed of the relevant assets (i.e. reclassified to profit or loss or transferred directly to retained earnings as specified by applicable Standards). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under AASB 139 “Financial Instruments: Recognition and Measurement” or, when applicable, the cost on initial recognition of an investment in an associate or jointly controlled entity. (e) Business combinations Business combinations are accounted for using the acquisition method as at the acquisition date (i.e. when control is transferred to the Group). Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The Group measures goodwill at the acquisition date as: • • • • the fair value of the consideration transferred; plus the recognised amount of any non-controlling interests in the acquiree; plus if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed. When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss. (f) Goodwill and impairment Goodwill arising on an acquisition of a business is carried at cost as established at the date of the acquisition of the business less accumulated impairment losses, if any. For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash- generating units) that is expected to benefit from the synergies of the combination. A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods. On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. (g) Revenue recognition Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances and amounts collected on behalf of third parties. The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that economic benefits will flow to the entity and specific criteria have been met for each of the Group’s activities as described below. The amount of revenue is not considered to be reliably measureable until all contingencies relating to the sale have been resolved. Revenue is recognised for the major business activities as follows: Drilling revenue Drilling revenue is derived from the depth and type of drilling and the hours worked on the specific site. Interest income Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition. Other revenue is recognised when the right to receive the revenue has been established. All revenue is stated net of the amount of goods and services tax (GST). (h) Leases Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. 29 30 MITCHELL SERVICES LTD MITCHELL SERVICES LTD ANNUAL REPORT 2016ANNUAL REPORT 2016Assets held under finance leases are initially recognised as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation. Lease payments are apportioned between finance expenses and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance expenses are recognised immediately in profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the Group’s general policy on borrowing costs. Contingent rentals are recognised as expenses in the periods in which they are incurred. Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred. In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. (i) Employee benefits A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and long service leave when it is probable that settlement will be required and they are capable of being measured reliably. Liabilities recognised in respect of short-term employee benefits, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement. Liabilities recognised in respect of long term employee benefits are measured as the present value of the estimated future cash outflows to be made by the Group in respect of services provided by employees up to reporting date. 31 Payments to defined contribution plans are recognised as an expense when employees have rendered service entitling them to the contributions. Income taxes (j) The Company and its wholly-owned Australian resident entities are part of a tax-consolidated group. As a consequence, all members of the tax-consolidated group are taxed as a single entity. The head entity within the tax-consolidated group is Mitchell Services Ltd. Income tax expense represents the sum of the tax currently payable and deferred tax. Current tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit before tax as reported in the consolidated statement of profit or loss and other comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. Deferred tax Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from 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 liabilities and assets are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. Current and deferred tax for the year Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination. recognised in profit or loss. Subsequent expenditure is capitalised only when it is probable that future economic benefits associated with the expenditure will flow to the Group. On-going repairs and maintenance are expensed as incurred. 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 using both the diminishing value basis or straight-line basis over their estimated useful lives. Depreciation is generally recognised in profit or loss. 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. Land is not depreciated. The depreciation rates used for the current and comparative years of significant items of property, plant and equipment are as follows: (k) Property, plant and equipment Recognition and measurement Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Classes of Fixed Asset 2.5% Buildings 6.67% - 40% Plant & Equipment Motor Vehicles 12.50% - 50% Office Equipment, Furniture & Fittings 10% - 67.67% Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour and any other costs directly attributable to bringing the assets to a working condition for their intended use. Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is Depreciation methods and useful lives are reviewed at each reporting date and adjusted if appropriate. Impairment of property, plant and equipment At the end of each reporting period, the Group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash- generating unit to which the asset belongs. When a reasonable 32 MITCHELL SERVICES LTD MITCHELL SERVICES LTD ANNUAL REPORT 2016ANNUAL REPORT 2016NOTES TO THE FINANCIAL STATEMENTS CONTINUEDFOR THE YEAR ENDED 30 JUNE 2016 and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a re-valued amount, in which case the impairment loss is treated as a revaluation decrease. When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a re-valued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. Inventories (l) Inventories are stated at the lower of cost and net realisable value. Costs of inventories are determined on first-in-first-out basis. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale. The cost of manufactured products includes direct materials, direct labour and an appropriate portion of variable and fixed overheads. Overheads are applied on the basis of normal operating capacity. Costs are assigned on the basis of weighted average costs. 33 (m) Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material). When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. (n) Financial instruments Financial assets The only category of financial assets held by the Group relates to “loans and receivables”. Loans and receivables Loans and receivables comprise cash and cash equivalents and, trade and other receivables. The Group initially recognises loans and receivables on the date that they are originated. Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses. Amortised cost is the amount at which the financial asset or financial liability is measured at initial recognition less principal repayments and any reduction for impairment, and adjusted for any cumulative amortisation of the difference between that initial amount and the maturity amount calculated using the effective interest method. The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) over the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying value with a consequential recognition of an income or expense item in profit or loss. Impairment of financial assets The Group’s financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the financial asset have been affected. For financial assets carried at amortised cost, objective evidence of impairment may include: indications that the debtors or a group of debtors are experiencing significant financial difficulty, default or delinquency in interest or principal payments; indications that they will enter bankruptcy or other financial reorganisation; and changes in arrears or economic conditions that correlate with defaults. For financial assets carried at amortised cost, the amount of the impairment loss recognised is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate. The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectable, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss. For financial assets measured at amortised cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the financial asset at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised. De-recognition of financial assets The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in such transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability. On de-recognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss. Financial liabilities The only category of financial liabilities owed by the Group relates to “other financial liabilities”. Other financial liabilities Other financial liabilities comprise loans and borrowings, bank overdrafts, and trade and other payables. The Group initially recognises other financial liabilities on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument. Other financial liabilities are recognised initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. De-recognition of financial liabilities The Group de-recognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the 34 MITCHELL SERVICES LTD MITCHELL SERVICES LTD ANNUAL REPORT 2016ANNUAL REPORT 2016NOTES TO THE FINANCIAL STATEMENTS CONTINUEDFOR THE YEAR ENDED 30 JUNE 2016 financial liability de-recognised and the consideration paid and payable is recognised in profit or loss. (o) Trade and other receivables Trade and other receivables include amounts due from customers for goods and services performed in the ordinary course of business. Receivables expected to be collected within 12 months of the end of the reporting period are classified as current assets. All other receivables are classified as non- current assets. Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any provision for impairment. Refer to note 1(n) for further discussion on the determination of impairment losses. (p) Trade and other payables Trade and other payables represent the liabilities for goods and services received by the Group that remain unpaid at the end of the reporting period. The balance is recognised as a current liability with the amounts normally paid within 30 days after the end of the month in which they were initially recognised as a liability. (q) Goods and services tax Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except: • • where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO), it is recognised as part of the cost of acquisition of an asset or as part of an item of expense; or for receivables and payables which are recognised inclusive of GST. The net amount of GST recoverable from, or payable to, the ATO is included as part of receivables or payables. Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the ATO is classified within operating cash flows. 35 Investment property (r) Investment property is property held to earn rentals or for capital appreciation or both, rather than for either use in the production or supply of goods or services or for administrative purposes or sale in the ordinary course of business. The Group uses the fair value model for investment property. The Group’s investment property is assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the financial asset have been affected. An impairment loss is recognised immediately in profit or loss, unless the investment property is carried at a re-valued amount, in which case the impairment loss is treated as a revaluation decrease. When an impairment loss subsequently reverses, the carrying amount of the investment property is increased to the revised estimate of its recoverable amount, but so that the increased amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the investment property in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a re-valued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. (s) Critical accounting judgements and key sources of estimation uncertainty In the application of the Group’s accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Key estimates – impairment The Group assesses impairment at each reporting date by evaluating conditions specific to the Group that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value in use calculations performed in assessing recoverable amounts incorporate a number of key estimates. (t) Application of new and revised Accounting Standards Standards and Interpretations affecting amounts reported in the current period (and/or prior periods) AASB 2015-3 ‘Amendments to Australian Accounting Standards arising from the Withdrawal of AASB 1031 Materiality’. Impact of the application of AASB 2015-3 ‘Amendments to Australian Accounting Standards arising from the Withdrawal of AASB 1031 Materiality’ Completes the withdrawal of references to AASB 1031 in all Australian Accounting Standards and Interpretations. Standards and Interpretations in issue not yet adopted At the date of authorisation of the financial statements, the Standards and Interpretations listed below were in issue but not yet effective. Standard/Interpretation Effective for annual reporting periods beginning on or after AASB 9 Financial Instruments AASB 15 Revenue from Contracts with Customers AASB 16 Leases AASB 1057 Application of Australian Accounting Standards AASB 2014-3 Amendments to Australian Accounting Standards – Accounting for Acquisitions of Interests in Joint Operations AASB 2014-4 Amendments to Australian Accounting Standards – Clarification of Acceptable Methods of Depreciation and Amortisation AASB 2014-9 Amendments to Australian Accounting Standards – Equity Method in Separate Financial Statements AASB 2015-1 Amendments to Australian Accounting Standards – Annual Improvements to Australian Accounting Standards 2012-2014 Cycle AASB 2015-2 Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments to AASB 101 AASB 2016-1 Amendments to Australian Accounting Standards – Recognition of Deferred Tax Assets for Unrealised Losses AASB 2016-2 Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments to AASB 107 1-Jan-18 1-Jan-18 1-Jan-19 1-Jan-16 1-Jan-16 1-Jan-16 1-Jan-16 1-Jan-16 1-Jan-16 1-Jul-17 1-Jul-17 Expected to be initially applied in the financial year ending 30-Jun-19 30-Jun-19 30-Jun-20 30-Jun-17 30-Jun-17 30-Jun-17 30-Jun-17 30-Jun-17 30-Jun-17 30-Jun-18 30-Jun-18 36 MITCHELL SERVICES LTD MITCHELL SERVICES LTD ANNUAL REPORT 2016ANNUAL REPORT 2016NOTES TO THE FINANCIAL STATEMENTS CONTINUEDFOR THE YEAR ENDED 30 JUNE 20162. REVENUE From continuing operations Income from operations Interest received Management fees Recoveries Rental income Other Total income from continuing operations 3. RECLASSIFICATION OF OTHER EXPENSES 2016 $ 2015 $ 32,630,989 24,691,591 4,426 52,794 - 282,038 - 339,258 32,970,247 52,706 204,515 67,182 158,193 500 483,096 25,174,687 5. TRADE AND OTHER RECEIVABLES Trade debtors Less provision for doubtful debts Bonds and deposits GST receivable 5(a) CREDIT RISK AND AGEING OF TRADE DEBTORS 2016 $ 2015 $ 6,102,542 - 5,200 - 6,107,742 5,569,827 (34,258) 2,000 1,611,339 7,148,908 The class of assets described as “trade debtors” is considered to be the main source of credit risk related to the Group. The Group does not hold any collateral over these balances. A single counterparty made up of 37.12% of the total trade receivables at 30 June 2016. All invoices to this counterparty included in the total trade and other receivables at 30 June 2016 have been received as at the date of this report. The ageing of trade debtors (financial assets) is as follows: Items reported as other expenses in the 2015 Annual Report have been reclassified into separate categories in this report as management believe providing more detailed disclosure is relevant to an understanding of the entity’s financial performance. Details of this reclassification is provided in the table below. Previous Classification Current Classification $ $ 25,290,974 25,174,687 (829,597) (713,310) From continuing operations Revenue Gain/(loss) on sale of assets 4. CASH AND CASH EQUIVALENTS For the purposes of the Consolidated Statement of Cash Flows, cash and cash equivalents include cash on hand and in banks, net of outstanding bank overdrafts. Cash and cash equivalents at the end of the year shown in the consolidated statement of cash flows can be reconciled to the related items in the consolidated statement of financial position as follows. 4(a) In funds accounts Bank balances 4(b) Bank overdraft Bank overdraft 4(c) Net cash at bank 37 2016 $ 2015 $ 468,973 515,679 (600,088) (1,130,013) (131,115) (614,334) < 1 month 1 to 3 months 3 to 6 months 6. OTHER FINANCIAL ASSETS Current Borrowing costs Non-current Borrowing costs 6(a) AGEING OF OTHER FINANCIAL ASSETS The ageing of other financial assets – current is as follows: < 1 year The ageing of other financial assets - non-current is as follows: 1 to 5 years 5,866,056 233,674 2,812 6,102,542 4,551,084 863,514 155,229 5,569,827 981 981 281 281 981 981 281 281 3,724 3,724 3,195 3,195 3,724 3,724 3,195 3,195 38 MITCHELL SERVICES LTD MITCHELL SERVICES LTD ANNUAL REPORT 2016ANNUAL REPORT 2016NOTES TO THE FINANCIAL STATEMENTS CONTINUEDFOR THE YEAR ENDED 30 JUNE 2016 7. OTHER ASSETS Current Prepayments Non-current Property held for sale Shares in listed company 8. INVENTORIES Finished goods 2016 $ 2015 $ 461,808 461,808 18,000 - 18,000 440,156 440,156 18,000 - 18,000 1,335,189 1,335,189 1,869,518 1,869,518 The cost of inventories recognised as an expense during the year in respect of continuing operations was $5,624,283 (2015: $4,495,425) 9. GOODWILL Balance at the beginning of the period Impairment loss 10. TRADE AND OTHER PAYABLES Current Trade creditors Other creditors Accrued expenses GST payable Income received in advance 10(a) AGEING OF TRADE AND OTHER PAYABLES The ageing of trade creditors (financial liabilities) is as follows: < 1 month 1 to 3 months > 3 months 39 - - - 4,481,519 (4,481,519) - 2,896,084 - 1,490,024 380,191 28,964 4,795,263 21,393,159 1,300,000 1,893,995 - - 24,587,154 1,280,501 1,513,021 102,562 2,896,084 18,989,048 2,383,258 20,853 21,393,159 11. OTHER FINANCIAL LIABILITIES Current Equipment finance leases Equipment line loan Working capital loan 1 Working capital loan 2 Insurance premium funding Non-current Equipment finance leases Equipment line loan Working capital loan 1 Working capital loan 2 Shareholder loan 11(a) FINANCE LEASES Current Non-current Minimum future lease payments Not later than 1 year Later than 1 year and not later than 5 years Minimum future lease payments Less future finance charges Present value of minimum future lease payments Not later than 1 year Later than 1 year and not later than 5 years 2016 $ 2015 $ 1,651,354 1,483,169 - - 211,572 291,511 2,154,437 224,949 124,882 198,875 261,350 2,293,225 3,547,466 2,426,634 - - 226,956 8,500,000 12,274,422 1,651,354 3,547,466 5,198,820 1,893,043 3,860,500 5,753,543 (554,723) 5,198,820 1,862,926 3,335,894 5,198,820 216,451 575,118 437,650 - 3,655,853 1,483,169 2,426,634 3,909,803 1,665,107 2,618,474 4,283,581 (373,778) 3,909,803 1,469,260 2,440,543 3,909,803 The Group leases certain items of equipment under finance leases. The average term is 3.83 years (2015: 3.32 years). The Group’s obligations under finance leases are secured by lessor’s title to goods under finance lease. The Group’s exposure to interest rate risk has been mitigated in that interest rates have been fixed for the duration of the finance period. Effective interest rates payable under finance leases are between 4.45% and 8.33% (2015: 4.45% and 9.61%). The fair value of the finance lease liabilities is approximately equal to the carrying amount. 40 MITCHELL SERVICES LTD MITCHELL SERVICES LTD ANNUAL REPORT 2016ANNUAL REPORT 2016NOTES TO THE FINANCIAL STATEMENTS CONTINUEDFOR THE YEAR ENDED 30 JUNE 201611(b) LOANS 13. PROPERTY, PLANT AND EQUIPMENT A summary of borrowing arrangements applicable to all loans is included in Note 22(a). Security pledged in respect of the equipment line loan and working capital loan 1 is detailed in Note 13(a). 12. PROVISIONS Annual leave provision - current Opening balance Movement Closing balance Long service leave provision - current Opening balance Movement Closing balance Provision for relocation costs Opening balance Movement Closing balance Total current provisions Long service leave provision - non-current Opening balance Movement Closing balance Total non-current provisions 2016 $ 2015 $ 367,360 240,533 607,893 - 9,708 9,708 - 108,670 108,670 726,271 97,963 23,571 121,534 121,534 213,391 153,969 367,360 23,657 (23,657) - - - - 367,360 45,107 52,856 97,963 97,963 The above provisions represent annual leave and long service leave entitlements accrued by the Group’s employees. At 1 July 2015 Cost or fair value Accumulated depreciation Net book amount Year ended 30 June 2016 Opening net book amount Additions Disposals Depreciation At 30 June 2016 Cost or fair value Accumulated depreciation Net book amount At 1 July 2014 Cost or fair value Accumulated depreciation Net book amount Year ended 30 June 2015 Opening net book amount Additions Disposals Depreciation Land and buildings Plant and equipment Motor vehicles Furniture and fittings Total $ $ $ $ $ 33,900 (2,224) 22,874,594 13,273,131 182,981 36,364,606 (7,724,484) (10,242,001) (109,081) (18,077,790) 31,676 15,150,110 3,031,130 73,900 18,286,816 31,676 15,150,110 3,031,130 73,900 18,286,816 - 15,381,215 5,245,348 37,452 20,664,015 - (4,531,024) (1,827,170) - (6,358,194) (12,344) (4,026,133) (1,235,201) (43,348) (5,317,026) 19,332 21,974,168 5,214,107 68,004 27,275,611 33,900 31,037,599 14,329,331 220,433 45,621,263 (14,568) (9,063,431) (9,115,224) (152,429) (18,345,652) 19,332 21,974,168 5,214,107 68,004 27,275,611 3,625,070 12,600,751 12,868,490 146,047 29,240,358 (182,684) (5,221,932) (9,746,429) (79,983) (15,231,028) 3,442,386 7,378,819 3,122,061 66,064 14,009,330 3,442,386 7,378,819 3,122,061 66,064 14,009,330 - - 10,540,700 704,847 36,934 11,282,481 (121,288) (65,103) - (186,391) (36,500) (2,633,050) (730,675) (29,098) (3,429,323) Transfer to investment property (3,374,210) (15,071) - - (3,389,281) 31,676 15,150,110 3,031,130 73,900 18,286,816 At 30 June 2015 Cost or fair value Accumulated depreciation Net book amount 33,900 22,874,594 13,273,131 182,981 36,364,606 (2,224) (7,724,484) (10,242,001) (109,081) (18,077,790) 31,676 15,150,110 3,031,130 73,900 18,286,816 41 42 MITCHELL SERVICES LTD MITCHELL SERVICES LTD ANNUAL REPORT 2016ANNUAL REPORT 2016NOTES TO THE FINANCIAL STATEMENTS CONTINUEDFOR THE YEAR ENDED 30 JUNE 2016Plant and equipment and motor vehicles comprise mainly of drilling rigs and associated vehicles and equipment. Directors and management continually monitor both domestic and overseas markets on new and used drill rig pricing and availability and as a result are of the opinion that the net written down book value of the Group’s property, plant and equipment is less than its recoverable amount. Remaining mindful of the volatility of the mining industry, Directors and management have no current intention of changing the current depreciation and amortisation rates. Acquisition of Assets from Nitro Drilling Pty Ltd (in Liquidation) and its related entities On 6 July 2015, the Group acquired assets from Nitro Drilling Pty Ltd (Receivers and Managers appointed) (In Liquidation) for $16.1 million. The acquisition further strengthened the Group’s position as a leading provider in the eastern Australian drilling market and provided capacity to fulfil the Group’s tender pipeline for Tier 1 contracts. The acquired assets include 25 drilling rigs and an extensive array of other support equipment and inventory. 13(a) ASSETS PLEDGED AS SECURITY The following has been pledged as security in relation to the Group’s bank overdraft and other financial liabilities. Bank overdraft The following securities will secure the repayment of the above facilities: • An existing registered mortgage given by Mitchell Services Ltd over the property situated at 133-137 Crocodile Crescent, Mount St John, Qld (carrying amount of $2,975,000). Registered general security agreement given by Notch Holdings Pty Ltd as grantor, over all of its present and after acquired personal and real property including, the goodwill of its business, uncalled and unpaid capital and proceeds. Existing registered company charge given by Mitchell Services Ltd over all the assets and undertakings of the company including uncalled and unpaid capital. Guarantee and indemnity given by Mitchell Services Limited, Well Drilled Pty Ltd, Notch Holdings Pty Ltd and Mitchell Operations Pty Ltd. • • • Working capital loan 2 The following rigs have been pledged as security: • • 2008 UDR1200 Rotadrill drill rig (carrying amount of $213,406) 2007 Schramm T685WS Rotadrill drill rig (carrying amount of $388,636). Shareholder loan These loans were provided by major shareholders Washington H Soul Pattinson Limited and Mitchell Family Investments (Qld) Pty Ltd as trustee for the Mitchell Family Investments Trust in order to partly fund the Nitro asset acquisition. These assets are held by a wholly owned subsidiary of the Company, Notch No 2 Pty Ltd. The shareholder loans are secured by a grant of a general security agreement over all Notch No 2 Pty Ltd assets. The carrying amount of these assets is $13,667,823. Equipment finance leases The Group has entered into a number of equipment finance lease arrangements with a range of lenders. Under the terms of these facilities, security is limited to the assets to which the facility relates. 43 14. INVESTMENT PROPERTY Balance at the beginning of the period Transfer from land and buildings Revaluation to fair value 15. INCOME TAX EXPENSE Income tax expense recognised in profit/(loss) Income tax expense comprises Current tax Deferred tax Derecognised tax losses and tax losses not recognised in current year 2016 $ 2015 $ 2,975,000 - - 2,975,000 - 3,389,282 (414,282) 2,975,000 - (1,809,488) 1,809,488 - 117,769 (2,603,381) 6,310,945 3,825,333 The income tax expense for the year can be reconciled to the accounting profit as follows: Profit/(loss) before tax from continuing operations (6,048,831) (13,174,150) Income tax expense calculated at 30% Effect of expenses that are not deductible in determining taxable profit Derecognised tax losses and tax losses not recognised in current year Effect of tax rates in foreign jurisdictions (PNG) Adjustments recognised in current year in relation to current tax of prior years (1,814,649) 5,161 1,809,488 - - - (3,952,245) 1,348,864 6,310,945 117,769 - 3,825,333 The tax rate used for 2016 and 2015 reconciliations above is the corporate tax rate of 30% payable by Australian corporate entities on taxable profits under Australian tax law. 16. TAX ASSETS AND LIABILITIES Tax assets - current Income tax receivable Tax assets - non-current Deferred tax asset Tax liabilities - current Provision for foreign contractor withholding tax PNG 16(a) UNRECOGNISED AMOUNTS Unused tax losses Other unrecognised temporary differences Franking account balance - - - 22,596,123 3,993,230 872,635 - - - 16,188,710 4,847,773 872,635 44 MITCHELL SERVICES LTD MITCHELL SERVICES LTD ANNUAL REPORT 2016ANNUAL REPORT 2016NOTES TO THE FINANCIAL STATEMENTS CONTINUEDFOR THE YEAR ENDED 30 JUNE 201617. ISSUED CAPITAL Fully paid ordinary shares Balance at the beginning of the period Issue of shares - rights issue Issue of shares - first tranche Issue of shares - second tranche Issue of shares - option conversion Issue of shares - share based payments Fully paid ordinary shares Balance at the beginning of the period Issue of shares - rights issue Issue of shares - first tranche Issue of shares - second tranche Issue of shares - option conversion Issue of shares - share based payments 2016 $ 2015 $ 39,219,134 8,422,288 - - - 962,956 48,604,378 19,024,100 11,672,504 1,522,500 7,000,000 30 - 39,219,134 Number of Shares Number of Shares 290,000,005 867,000,217 495,428,698 - - - 55,945,053 333,500,111 43,500,001 200,000,000 100 - 1,418,373,968 867,000,217 Issue of shares The following shares were issued during the year ended 30 June 2016: • • • • On 3 July 2015, 495,428,698 fully paid ordinary shares were issued at a price of $0.017 by way of a 4 for 7 non-renounceable rights issue. On 6 July 2015, 29,411,765 fully paid ordinary shares were issued to Washington H Soul Pattinson & Company Limited at an issue price of $0.017 per share in lieu of interest payable for the first 12 month period in accordance with the terms of the of the shareholder loan. On 23 October 2015, 20,588,235 fully paid ordinary shares were issued to Mitchell Family Investments (Qld) Pty Ltd as trustee for the Mitchell Family Investments Trust at an issue price of $0.017 per share in lieu of interest payable for the first 12 month period in accordance with the terms of the of the shareholder loan. On 7 December 2015, 5,945,053 fully paid ordinary shares were issued at $0.019 in lieu of payment of 50% of the commission payable for asset sales under an agency agreement with Pickles Auctions Pty Ltd. The transaction costs directly attributable to the above issue of shares that otherwise would have been avoided have been accounted for as a deduction from equity, net of income tax benefit (refer note 18). 18. SHARE ISSUE COSTS Balance at the beginning of the period Share issue costs 19. RETAINED EARNINGS Balance at the beginning of the period Profit/(loss) attributable to owners of the company Share based payment transactions (refer note 20) 20. SHARE BASED PAYMENT TRANSACTIONS Expense recognised in profit or loss Equity-settled share-based payment transactions Replacement awards granted on 29 November 2013 Executive share and option plan Total expense/(income) recognised for equity-settled share-based payment 2016 $ 2015 $ (1,922,724) (591,798) (2,514,522) (1,199,944) (722,780) (1,922,724) (24,164,384) (6,048,831) (27,473) (7,135,246) (16,999,483) (29,655) (30,240,688) (24,164,384) (36,750) 9,277 (27,473) (29,655) - (29,655) Payment in lieu of interest On 6 July 2015, major shareholders Washington H. Soul Pattinson & Company Limited (WHSP) and Mitchell Family Investments (Qld) Pty Ltd as trustee for the Mitchell Family Investment Trust (Mitchell Group) provided $8.5 million to the Group in the form of long term shareholder loans in order to partially fund the Nitro asset purchase (refer note 11 for further details). On 6 July 2015, 29,411,765 new ordinary shares were issued to WHSP at an issue price of $0.017 per share in lieu of interest payable for the first 12 month period in accordance with the terms of the of the shareholder loan. Following the required shareholder approval granted at the Company’s Annual General Meeting held on 20 October 2015, 20,588,235 new ordinary shares were issued to Mitchell Group on 23 October 2015 in lieu of interest payable for the first 12 month period in accordance with the terms of the shareholder loan. The above share based payments have been recognised in the current period as a finance expense to the extent that they relate to periods between 1 July 2015 and 30 June 2016. Payment in lieu of commission On 7 December 2015, 5,945,053 fully paid ordinary shares were issued at $0.019 in lieu of payment of 50% of the commission payable for asset sales under an agency agreement with Pickles Auctions Pty Ltd. This share based payment has been recognised in the current period as an expense to the extent that the commission payable related to services performed before 30 June 2016. 45 46 MITCHELL SERVICES LTD MITCHELL SERVICES LTD ANNUAL REPORT 2016ANNUAL REPORT 2016NOTES TO THE FINANCIAL STATEMENTS CONTINUEDFOR THE YEAR ENDED 30 JUNE 2016Replacement awards (equity-settled) The Group has recognised a credit to the Consolidated Statement of Profit or Loss and Other Comprehensive Income of $36,750 for the year ended 30 June 2016 with regards to replacement award options issued in 2013. The vesting conditions attached to these replacement awards required the Group to generate FY2016 EBITDA of at least $7million. Given that this EBITDA hurdle was not met, the value of any expense previously recognised in this regard was derecognised in the current year. Executive share and option plan On 23 May 2016, the Company issued rights to receive 4,915,099 fully paid ordinary shares (Rights) and granted options to purchase 16,362,395 fully paid ordinary shares (Options) under an Executive Share and Option Plan (ESOP). These instruments are subject to certain vesting conditions which will be tested after two years (the vesting period). The Group accounts for the above equity-settled share based payment by recognising the fair value of the relevant equity instruments as an expense over the vesting period. The fair value of the equity instruments is calculated at each reporting period and vesting conditions are taken into account by adjusting the number of equity instruments included in the measurement of the transaction amount so that, ultimately, the amount recognised for goods or services received as consideration for the equity instruments granted is based on the number of equity instruments that eventually vest. Measurement of fair values The calculated fair value of the Rights under the ESOP was $83,557 at 30 June 2016 and has been determined with reference to the closing price of the Company’s fully paid ordinary shares. The calculated fair value of the Options was $139,080 at 30 June 2016 and has been determined using the Black-Scholes option pricing model. Expected volatility is estimated by considering historical volatility of comparable company share prices. The inputs in the measurement of the fair value of the equity-settled share-based payment plans at 30 June 2016 were as follows: Share price Exercise price Expected volatility Time to maturity Risk-free interest rate Dividend yield (assumed no dividends paid) Fair value per option Number of options Total fair value of options $0.0155 $0.0395 66% 9 years 2.19% 0% $0.0085 16,362,395 $139,080 21. RECONCILIATION OF PROFIT/(LOSS) FOR THE YEAR TO NET CASH FLOWS FROM OPERATING ACTIVITIES 2016 $ 2015 $ Profit/(loss) for the year Adjustments for: Depreciation and amortisation Fair value adjustment Goodwill impairment Profit on sale of assets Loss on sale of assets Income tax expense Change in trade and other receivables Change in other assets Change in inventories Change in trade payables and accruals Change in insurance premium funding balance Change in provisions Recognition of share based payment Income tax paid 22. FINANCIAL RISK MANAGEMENT (6,048,831) (16,999,483) 5,317,026 - - (1,293,437) 1,324,716 - (307,846) (19,196) 534,329 (807,652) 30,161 382,482 822,527 - (65,721) 3,429,323 414,282 4,481,519 (116,287) 146,249 3,825,333 (4,800,394) (133,583) 202,480 4,971,929 (58,074) 68,053 (29,655) (117,767) (4,716,075) The Group’s financial instruments mainly consist of deposits with banks, trade receivables and payables and borrowings and leases from financial institutions. The Board of Directors are responsible for monitoring and managing the financial risks. They monitor these risks through regular meetings with the Group’s management. The Group does not enter into derivative financial instruments and does not speculate in any type of financial instrument. Specific financial risk exposures and management thereof The main risks the Group is exposed to through its financial instruments are interest rate risk, liquidity risk and credit risk. There have been no substantive changes in the types of risks the Group is exposed to, how these risks arise, or the Board’s objectives, policies and processes for managing or measuring the risks from the previous reporting period. Interest rate risk 22(a) Exposure to interest rate risk arises on financial assets and liabilities recognised at reporting date whereby a future change in interest rates will affect future cash flows or the fair value of fixed rate financial instruments. The Group is also exposed to earnings volatility on floating rate instruments. 47 48 MITCHELL SERVICES LTD MITCHELL SERVICES LTD ANNUAL REPORT 2016ANNUAL REPORT 2016NOTES TO THE FINANCIAL STATEMENTS CONTINUEDFOR THE YEAR ENDED 30 JUNE 2016The following tables set out the Group’s exposure to interest rate risk. 22(b) Liquidity risk 2016 Bank overdraft Equipment finance leases Premium insurance Equipment line loan Working capital loan 1 Working capital loan 2 Shareholder loan Expected duration until repayment Within 1 year $ 1 to 2 years $ 2 to 3 years $ More than 3 years $ Total $ 600,088 - - - 600,088 1,651,354 1,167,849 1,137,295 1,242,322 5,198,820 291,511 - - - 291,511 - - - - - - - - - - 211,572 226,956 - - 438,528 - - - 8,500,000 8,500,000 2,754,525 1,394,805 1,137,295 9,742,322 15,028,947 (a) (b) (c) (d) (e) (f) (g) Interest rates have varied between 5.43% and 5.78% per annum. Interest rates are commercial lease finance rates and are fixed for the duration of the loan period. Interest rate is fixed at a flat rate of 2.2592% of the amount initially financed. (a) (b) (c) (d) Facility was fully repaid during the period (e) Facility was fully repaid during the period (f) (g) Interest is fixed at a commercial lease finance rate of 6.6546% for the duration of the loan period Interest is fixed at 10% for the duration of the loan period 2015 Bank overdraft Equipment finance leases Premium insurance Equipment line loan Working capital loan 1 Working capital loan 2 Expected duration until repayment Within 1 year $ 1 to 2 years $ 2 to 3 years $ More than 3 years $ Total $ 1,130,013 - - - 1,130,013 1,469,260 1,224,777 543,779 671,987 3,909,803 261,350 225,712 144,972 197,996 - 215,688 132,650 211,512 - - - - 140,901 227,017 281,477 - 261,350 441,400 700,000 636,525 3,429,303 1,784,627 911,697 953,464 7,079,091 (a) (b) (c) (d) (e) (f) Interest rates have varied between 5.48% and 6.12% per annum. Interest rates are commercial lease finance rates and are fixed for the duration of the loan period. Interest rate is fixed at a flat rate of 2.3273% of the amount initially financed. Interest is variable with rates varying between 7.74% and 8.25% per annum. Interest is variable with rates varying between 5.24% and 5.88% per annum. Interest is fixed at a commercial lease finance rate of 6.6546% for the duration of the loan period (a) (b) (c) (d) (e) (f) 49 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 this risk through the following mechanisms: ensuring that there is access to adequate capital; preparing forward looking cash flow analyses in relation to its operational, investing and financial activities; obtaining funding from a variety of sources; • • • monitoring undrawn credit facilities; • • maintaining a reputable credit profile; • managing credit risk related to financial assets; • • investing surplus cash only with major financial institutions; and comparing the maturity profile of financial liabilities with the realisation profile of financial assets. The table below reflects an undiscounted contractual maturity analysis for financial liabilities, compared with financial assets. Bank overdrafts have been excluded from the analysis below as management does not consider that there is any material risk that the bank will terminate such facilities. Cash flows realised from financial assets reflect management’s expectation as to the timing of realisation. Actual timing may therefore differ from that disclosed. The timing of cash flows presented in the table to settle financial liabilities reflect the earliest contractual settlement dates and do not reflect management’s expectations that banking facilities will be rolled forward. The deficiency identified in the table will be met from cash flows generated by the Group’s normal operations. Financial liability and financial asset maturity analysis Financial liabilities due for payment Trade and other payables (excluding estimated employee entitlements) Within 1 year 1 to 7 Years Total 2016 $ 2015 $ 2016 $ 2015 $ 2016 $ 2015 $ 4,795,263 24,587,154 - - 4,795,263 24,587,154 Financial liabilities Total contractual outflows Total expected outflows 2,154,437 1,249,828 12,274,422 4,699,250 14,428,859 5,949,078 6,949,700 25,836,982 12,274,422 4,699,250 19,224,122 30,536,232 6,949,700 25,836,982 12,274,422 4,699,250 19,224,122 30,536,232 Financial assets - cash flows realisable Cash and cash equivalents Trade and other receivables Total anticipated inflows 468,973 515,679 - - 468,973 515,679 6,107,742 7,148,908 - - 6,107,742 7,148,908 6,576,715 7,664,587 - - 6,576,715 7,664,587 Net (outflow)/inflow on financial instruments (372,985) (18,172,395) (12,274,422) (4,699,250) (12,647,407) (22,871,645) 50 MITCHELL SERVICES LTD MITCHELL SERVICES LTD ANNUAL REPORT 2016ANNUAL REPORT 2016NOTES TO THE FINANCIAL STATEMENTS CONTINUEDFOR THE YEAR ENDED 30 JUNE 201622(c) 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 trade and other receivables from customers. The Group has adopted a policy of only dealing with creditworthy counterparties and uses publicly available financial information and its own trading records to rate its customers. The Group’s exposure and the credit ratings of its counterparties are continuously monitored to mitigate financial loss. The maximum exposure to credit risk by class of recognised financial assets at balance date, excluding the value of any collateral or other security held, is equivalent to the carrying value and classification of those financial assets (net of any provisions) as presented in the Consolidated Statement of Financial Position. The Group has no significant concentration of credit risk with any single counterparty or group of counterparties. Details with respect to credit risk of trade and other receivables is provided in note 5(a). Trade and other receivables that are neither past due or impaired are considered to be of high credit quality. Aggregates of such amounts are detailed at note 5(a). The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. 23. NET FAIR VALUES Fair value estimation The carrying values of financial assets and financial liabilities as detailed in the Consolidated Statement of Financial Position and these notes approximate their fair values at reporting date. 24. RELATED PARTY TRANSACTIONS 24(a) Related parties The Group’s main related parties are as follows. (i) Entities exercising control over the Group The ultimate parent entity that exercises control over the Group is Mitchell Services Ltd ACN 149 206 333. The subsidiary companies in the Group are Notch Holdings Pty Ltd ACN 009 271 461, Well Drilled Pty Ltd ACN 123 980 343, Mitchell Operations Pty Ltd ACN 165 456 066, Notch No. 2 Pty Ltd ACN 606 170 138 and Mitchell Services Share Plan Pty Ltd ACN 610 901 221. Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. (ii) Key management personnel Any person(s) having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any Director (whether executive or otherwise) of that entity are considered KMP. Disclosures relating to Key Management Personnel are set out in the remuneration report. (iii) Other related parties Other related parties include entities over which KMP have control or joint control. 24(b) Transactions with related parties Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated. The following transactions occurred with related parties. Transactions with Manutech Engineering and Maintenance The Group engages Manutech Engineering and Maintenance to purchase parts and in some instances perform repair and maintenance type services. Manutech Engineering and Maintenance is an entity controlled by Peter Miller. The amount incurred during the reporting period in relation to these services was $224,440 excluding GST. Amounts were billed on normal market rates for such services and were due and payable under normal payment terms. An amount of $5,525 remains owing to this related entity at the end of the reporting period. Transactions with Mitchell Group private entities MEH Equipment Hire Pty Ltd MEH Equipment Hire Pty Ltd is an entity controlled by Nathan Mitchell. In order to satisfy specific contract requirements, the Group hired plant and equipment not available in its fleet from MEH Equipment Hire. Hire of plant and equipment from this related entity for the reporting period amounted to $367,929 excluding GST and was based on normal market rates and under normal payment terms. An amount of $32,174 remains owing to this related entity at the end of the reporting period. MEH Equipment Hire purchased $90,200 worth of equipment (including GST) from the Group, there is nil outstanding for these purchases. Mitchell African Holdings Pty Ltd Mitchell African Holdings Pty Ltd is an entity controlled by Nathan Mitchell. The Group provided management and administrative support services, and other service activities conducted from time to time. The Group charged Mitchell African Holdings a management fee of approximately $13,000 per month and at times paid for expenses on their behalf to be recharged. Management fee income for the year amounted to $52,794. $8,038 remains owing to the Group at the end of the reporting period. Mitchell Family Investments (QLD) Pty Ltd Mitchell Family Investments (QLD) Pty Ltd is an entity controlled by Nathan Mitchell. The Group leases part of the office building located at 112 Bluestone Circuit, Seventeen Mile Rocks Brisbane, which is owned by Mitchell Family Investments (QLD) Pty Ltd. The rental associated with this lease is $9,420 plus GST per month and an amount of $32,244 remains owing to this related entity at the end of the reporting period. On 6 July 2015, the Group entered into a 5 year debt facility agreement of $3.5million with Mitchell Family Investments (QLD) Pty Ltd at an interest rate of 10%. Interest accruing on the loan for the first two years is payable in MSV shares. 20,588,235 MSV shares were issued to Mitchell Family Investments (QLD) Pty Ltd on 23 October 2015 as settlement for the first years’ interest. Shareholder approval in relation to the grant of a General Security Agreement over asset owned by Notch No. 2 Pty Ltd and the issue of MSV shares in lieu of paying interest during the first two year period was obtained at the Annual General Meeting on 20 October 2015. VMW Engineering Pty Ltd VMW Engineering Pty Ltd supplies the Group with equipment and rig components to be used in the day to day operations of the business. Nathan Mitchell is a substantial shareholder of VMW Engineering and served on its board of Directors until 28 August 2015. Amounts were billed on normal market rates for such goods and were due and payable under normal payment terms. Total purchases amounted to $28,979 excluding GST and an amount of $856 was outstanding at the end of the reporting period. 51 52 MITCHELL SERVICES LTD MITCHELL SERVICES LTD ANNUAL REPORT 2016ANNUAL REPORT 2016NOTES TO THE FINANCIAL STATEMENTS CONTINUEDFOR THE YEAR ENDED 30 JUNE 2016 25. KEY MANAGEMENT PERSONNEL 29. SUPERANNUATION CONTRIBUTIONS Refer to the Remuneration Report contained in the Directors’ Report for details of the remuneration paid or payable to each member of the Group’s KMP for the year ended 30 June 2016. 26. AUDITORS REMUNERATION During the year, the following fees were paid or payable for services provided by the auditor or its related practices: The Group contributes superannuation on behalf of qualifying employees to superannuation funds. The only obligation of the Group is to make specified contributions in accordance with contractual employment and statutory obligations. The total expense recognised in the statement of profit or loss and other comprehensive income of $1,184,386 (2015: $843,568) represents the contributions payable by the Group to these plans in accordance with contractual employment and statutory obligations. As at 30 June 2016, contributions of $332,437 due in respect of the 2016 reporting period (2015: $293,744) had not been paid over to the plans. These amounts were paid subsequent to the end of the 2016 reporting period. 30. OPERATING SEGMENTS The Group operates primarily within Australia, providing services wholly to a discrete industry segment (provision of drilling services to the mining industry). These geographic and operating segments are considered based on internal management reporting and the allocation of resources by the Group’s chief decision makers (Board of Directors). On this basis, the financial results of the reportable operating and geographic segments are equivalent to the financial statements of the Group as a whole and no separate segment reporting is disclosed in these financial statements. 31. EVENTS AFTER THE REPORTING DATE Issue of Ordinary Shares On 6 July 2016, MSV issued a combined 53,125,000 new fully paid ordinary shares in the Company to Mitchell Family Investments (Qld) Pty Ltd as trustee for the Mitchell Family Investment Trust and Washington H Soul Pattinson & Company Limited as consideration for the second years interest payable under the facility. Audit and review of financial statements Other 27. OPERATING LEASE COMMITMENTS 2016 $ 2015 $ 85,796 - 85,796 84,208 - 84,208 Operating leases relate to leases of land and buildings with varying lease terms not exceeding five (2015: five) years. Some lease contracts contain provision for market rental reviews within the remaining lease term. Non-cancellable operating lease commitments: Not later than 1 year Between 1 and 3 years Later than 3 years 28. EARNINGS PER SHARE Basic earnings per share From continuing operations Diluted earnings per share From continuing operations 259,049 170,943 - 429,992 (0.43) (0.43) 241,496 281,157 22,632 545,285 (2.20) (2.20) Basic earnings per share and diluted earnings per share are calculated using earnings and weighted average number of ordinary shares as follows: Profit/(loss) for the year attributable to owners Weighted average number of ordinary shares (6,048,831) 1,404,763,006 (16,999,483) 773,536,939 The weighted number of ordinary shares for the period ended 30 June 2015 has been restated for the rights issue on 3 July 2015. An adjustment factor of 1.058 has been used. This adjustment factor is calculated as the fair value per share before exercise of rights divided by the theoretical ex-rights value per share. 53 54 MITCHELL SERVICES LTD MITCHELL SERVICES LTD ANNUAL REPORT 2016ANNUAL REPORT 2016NOTES TO THE FINANCIAL STATEMENTS CONTINUEDFOR THE YEAR ENDED 30 JUNE 2016 DIRECTORS’ DECLARATION INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MITCHELL SERVICES LTD ACN 149 206 333 FOR THE YEAR ENDED 30 JUNE 2016 The Directors declare that: Report on the Financial Report in the Directors’ opinion, there are reasonable grounds to believe that the company will be able to pay its debts as and when (a) they become due and payable; in the Directors’ opinion, the attached financial statements are in compliance with International Financial Reporting Standards, (b) as stated in note 1(b) to the financial statements; in the Directors’ opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, (c) including compliance with accounting standards and giving a true and fair view of the financial position and performance of the consolidated entity; and (d) the Directors have been given the declarations required by section 295A of the Corporations Act 2001. I have audited the accompanying financial report of Mitchell Services Ltd, which comprises the consolidated statement of financial position as at 30 June 2016, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the Company and the entities it controlled at the year’s end or from time to time during the financial year. Directors’ Responsibility for the Financial Report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB101: Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards (IFRS). Signed in accordance with a resolution of the Directors made pursuant to section 295(5) of the Corporations Act 2001. Auditor’s Responsibility On behalf of the Directors Nathan Mitchell Executive Chairman My responsibility is to express an opinion on the financial report based on our audit. I conducted our audit in accordance with Australian Auditing Standards. Those standards require that I comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion. Dated at Brisbane this 30th day of August 2016 Independence In conducting my audit, I have complied with the independence requirements of the Corporations Act 2001. I confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of Mitchell Services Ltd, would be in the same terms if given to the directors as at the time of this auditor’s report. Auditor’s Opinion In my opinion the financial report of Mitchell Services Ltd is in accordance with the Corporations Act 2001, including: (a) giving a true and fair view of the Company’s financial position as at 30 June 2016 and of its performance for the year ended on that date; and (b) complying with Australian Accounting Standards and the Corporations Regulations 2001. 55 56 MITCHELL SERVICES LTD MITCHELL SERVICES LTD ANNUAL REPORT 2016ANNUAL REPORT 2016INDEPENDENT AUDITOR’S REPORT CONTINUED TO THE MEMBERS OF MITCHELL SERVICES LTD ACN 149 206 333 FOR THE YEAR ENDED 30 JUNE 2016 ADDITIONAL AUSTRALIAN STOCK EXCHANGE INFORMATION Report on the Remuneration Report I have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2016. The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. My responsibility is to express an opinion on the Remuneration Report, based on my audit conducted in accordance with Australian Auditing Standards. Auditor’s Opinion In my opinion, the Remuneration Report of Mitchell Services Ltd for the year ended 30 June 2016 complies with section 300A of the Corporations Act 2001. The following information is current as at 9 August 2016. MSV Quoted Ordinary Shares Spread of holdings 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 Greater than 100,000 Total Holding less than a marketable parcel Number of holders Shares % of total capital issued 9 22 37 257 445 770 87 1,391 65,363 327,398 13,771,542 1,462,248,378 1,476,414,072 n/a 0.00% 0.01% 0.02% 0.93% 99.04% 100% n/a Rodger Dunstan Jessups Level 1 19 Stanley Street TOWNSVILLE QLD 4810 Dated this 30th day of August 2016 57 58 MITCHELL SERVICES LTD MITCHELL SERVICES LTD ANNUAL REPORT 2016ANNUAL REPORT 2016The twenty largest listed security holders comprise: Unquoted and Restricted Securities Rank Shareholder 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Washington H Soul Pattinson and Company Ltd Mitchell Group Holdings Pty Ltd Mitchell Family Investments (QLD) Pty Ltd CVC Limited J P Morgan Nominees Australia Farjoy Pty Ltd National Nominees Limited Jumani Pty Ltd Citicorp Nominees Pty Limited Pybar Holdings Pty Limited CVC Private Equity Limited HSBC Custody Nominees (Australia) Limited Sonya Miller Peter Miller Pacific Development Corporation Pty Ltd BNP Paribas Noms Pty Ltd Clapsy Pty Ltd Banjo Superannuation Fund Pty Ltd Mirrabooka Investments Limited Australian Executor Trustees Limited Ordinary Shares 180,427,561 176,785,715 136,964,022 100,696,309 80,537,951 56,114,711 52,612,750 25,985,037 24,175,716 23,803,771 21,843,076 20,367,346 19,816,810 19,816,809 15,000,001 12,659,282 12,004,233 11,740,000 11,456,859 10,801,395 Total 1,013,609,354 % of total capital issued 12.22% 11.97% 9.28% 6.82% 5.45% 3.80% 3.56% 1.76% 1.64% 1.61% 1.48% 1.38% 1.34% 1.34% 1.02% 0.86% 0.81% 0.80% 0.78% 0.73% 69% The following options granted as part of the Employee Share and Option Plan are on issue. The exercise of these options is subject to vesting conditions. For more information, refer to the Directors’ Report. Class Management options Number of options 16,362,395 Substantial Shareholders Rank Shareholder 1 2 3 4 Mitchell Group Holdings Pty Ltd and associates Washington H Soul Pattinson and Company Limited Acorn Capital Limited CVC Limited Voting Rights Ordinary shares The voting rights attached to ordinary shares is set out below: Ordinary Shares % of total capital issued 314,763,177 180,427,561 127,914,648 122,539,385 21.32% 12.22% 8.66% 8.30% On a show of hands, every member present at a meeting in person, or by proxy, shall have one vote, and upon a poll, each share shall have one vote. No other classes of securities have voting rights. Recently listed entities For the period from 1 July 2015 to 30 June 2016, the Group has used the cash and assets in a form readily convertible to cash that it had at the time of admission in a way that is consistent with its business objectives. 59 60 MITCHELL SERVICES LTD MITCHELL SERVICES LTD ANNUAL REPORT 2016ANNUAL REPORT 2016ADDITIONAL AUSTRALIAN STOCK EXCHANGE INFORMATION CONTINUED CORPORATE DIRECTORY Board of Directors Executive Chairman Nathan Andrew Mitchell Directors Peter Richard Miller Robert Barry Douglas Neal Macrossan O’Connor Chief Executive Officer Andrew Michael Elf Chief Financial Officer and Company Secretary Gregory Michael Switala Registered Office Mitchell Services Ltd ABN 31 149 206 333 112 Bluestone Circuit Seventeen Mile Rocks Qld 4073 Principal Place of Business 112 Bluestone Circuit Seventeen Mile Rocks Qld 4073 PO Box 3250 Darra Qld 4076 Share Registry Advanced Share Registry 110 Stirling Highway Nedlands Western Australia 6909 Ph: 08 9389 8033 Fax: 08 9262 3723 Website: www.advancedshare.com.au Auditors Jessups Level 1, 19 Stanley Street Townsville Qld 4810 Ph: 07 4755 3330 Fax: 07 4721 4513 Website: www.jessupsnq.com.au Taxation Advisors PricewaterhouseCoopers 123 Eagle Street Brisbane Qld 4000 Ph: 07 4721 8500 Fax: 07 4721 8599 Website: www.pwc.com.au Bankers Suncorp Metway Ltd 61-73 Sturt St Townsville Qld 4810 Ph: 07 3722 7222 Fax: 07 3722 7256 Website: www.mitchellservices.com.au Ph: 07 4760 8229 Fax: 07 4771 6348 Website: www.suncorpbank.com.au 61 62 MITCHELL SERVICES LTD MITCHELL SERVICES LTD ANNUAL REPORT 2016ANNUAL REPORT 2016www.mitchellservices.com.au 

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